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8-K - FORM 8-K - SMART Modular Technologies (WWH), Inc. | f59438e8vk.htm |
Exhibit 99.1
For More Information
Investor Contacts:
Investor Contacts:
Suzanne Craig
The Blueshirt Group for SMART Modular Technologies
415-217-7722
Suzanne@blueshirtgroup.com
The Blueshirt Group for SMART Modular Technologies
415-217-7722
Suzanne@blueshirtgroup.com
Barry Zwarenstein
CFO, Senior Vice President
SMART Modular Technologies
510-624-8134
Barry.Zwarenstein@smartm.com
CFO, Senior Vice President
SMART Modular Technologies
510-624-8134
Barry.Zwarenstein@smartm.com
SMART Modular Technologies Announces Expiration of Go-Shop Period
NEWARK, CA, June 13, 2011 SMART Modular Technologies (WWH), Inc. (SMART or the Company)
(NASDAQ: SMOD), a leading independent manufacturer of memory modules and solid state storage
products, today announced the expiration of the go-shop period pursuant to the terms of the
previously announced definitive Agreement and Plan of Merger (the Merger Agreement) dated as of
April 26, 2011, among the Company and affiliates of Silver Lake Partners and Silver Lake Sumeru.
During the
go-shop process, the Company was permitted, on the terms and subject to the conditions of the Merger Agreement, to initiate, solicit and
encourage inquiries from and engage in discussions with third parties relating to alternative acquisition proposals
until 11:59 p.m. Eastern Time on June 10, 2011. The Company engaged in an active and extensive
solicitation of 49 potentially interested parties in connection with
the go-shop period, including two parties who had indicated possible continuing interest in the
Company following the process which resulted in the Merger Agreement. The go-shop process
resulted in two additional parties negotiating and entering into confidentiality agreements with
the Company. Despite its solicitation efforts, the Company did not receive any alternative
acquisition proposals during the go-shop period.
On April 26, 2011, SMART announced that it had entered into the Merger Agreement under which SMART
will be acquired for $9.25 per share in cash. The completion of the transaction is subject to
customary closing conditions, including receipt of shareholder and regulatory approval. The closing
of the transaction is expected to occur in the third calendar quarter of 2011.
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Barclays Capital is serving as financial advisor to the Special Committee and Kaye Scholer LLP
serves as legal advisor to the Special Committee in connection with this transaction. Davis Polk
& Wardwell LLP serves as legal counsel to SMART in connection with this transaction. Simpson
Thatcher & Bartlett LLP serves as legal advisor to Silver Lake for this transaction. Debt financing
commitments have been provided by J.P. Morgan and UBS Investment Bank and certain of their
affiliates.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements that involve numerous risks and
uncertainties. The statements contained in this communication that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act, including, without limitation, statements regarding the expected benefits and
closing of the proposed merger and the Companys expectations, beliefs and intentions. All
forward-looking statements included in this document are based on information available to SMART on
the date hereof. In some cases, you can identify forward-looking statements by terminology such as
may, can, will, should, could, expects, plans, anticipates, intends, believes,
estimates, predicts, potential, targets, goals, projects, outlook, continue,
preliminary, guidance, or variations of such words, similar expressions, or the negative of
these terms or other comparable terminology. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that could cause actual events or the results to be
materially different from expected events or historical results and/or from any future results or
events or outcomes expressed or implied by such forward-looking statements. No assurance can be
given that any of the events anticipated by the forward-looking statements will transpire or occur,
or if any of them do so, what impact they will have on the intended merger our results of
operations or financial condition. Accordingly, the merger may not occur and our actual results may
differ materially and adversely from those expressed in any forward-looking statements. Neither
SMART nor any other person can assume responsibility for the accuracy and completeness of
forward-looking statements. There are various important factors that could cause actual events or
results to differ materially from those in any such forward-looking statements, many of which
factors are beyond SMARTs control. These factors include, but are not limited to: failure to
obtain shareholder approval of the proposed merger; failure to obtain, delays in obtaining or
adverse conditions contained in any required regulatory or other approvals; failure to consummate
or a delay in consummating the transaction for other reasons; changes in laws or regulations; and
changes in general economic conditions. SMART undertakes no obligation (and expressly disclaims any
such obligation) to publicly update or revise any forward-looking statement, whether as a result of
new information, future events or otherwise. For additional information please refer to SMARTs
most recent Form 10-K, Form 10-Qs and 8-K reports filed with the SEC. Risks as outlined in these
reports may not constitute all factors that could cause actual events or results to differ
materially from those discussed in any forward-looking statements. The Company operates in a
continually changing business environment and new factors emerge from time to time. The Company
cannot predict such factors, nor can it assess the impact, if any, from such factors on the
transaction or on the Company or its results. Forward-looking statements should not be relied upon
as a prediction of actual results. These forward-looking statements are made as of today, and the
Company does not intend, and has no obligation, to update or revise any forward-looking statements in order to reflect events or circumstances that may arise after the
date of this press release.
page 2 of 3
Additional Information and Where to Find It
All parties desiring details regarding the transaction are urged to review the definitive Merger
Agreement when available on the Companys website at http://.smartm.com, and the SECs website at
http://www.sec.gov. In connection with the proposed transaction, SMART has filed with the SEC a
preliminary proxy statement and other documents relating to the transaction and will file with the
SEC a definitive proxy statement, and may file with the SEC other documents regarding the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER FILED
DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Shareholders will be able to obtain a free-of-charge copy of the
proxy statement and other relevant documents (when available) filed with the SEC from the SECs
website at http://www.sec.gov. Shareholders will also be able to obtain a free-of charge copy of
the proxy statement and other relevant documents (when available) by directing a request by mail or
telephone to The Blueshirt Group., Attention: Suzanne Craig or from SMARTs website,
http://www.smartm.com. SMART and certain of its directors, executive officers and other members of
management and employees may, under the rules of the SEC, be deemed to be participants in the
solicitation of proxies from stockholders of SMART in favor of the proposed merger. Information
regarding SMARTs directors and executive officers is contained in SMARTs definitive proxy
statement filed with the SEC on December 3, 2010 (the Annual General Meeting Proxy Statement).
Additional information regarding the interests of such potential participants will be included in
the proxy statement and the other relevant documents filed and to be filed with the SEC (when
available).
About SMART
SMART is a leading independent designer, manufacturer and supplier of electronic subsystems to
original equipment manufacturers, or OEMs. SMART offers more than 500 standard and custom products
to OEMs engaged in the computer, enterprise, industrial, networking, gaming, telecommunications,
defense, aerospace and embedded application markets. Taking innovations from the design stage
through manufacturing and delivery, SMART has developed a comprehensive memory product line that
includes DRAM, SRAM, and Flash memory in various form factors. SMART also offers high performance,
high capacity solid state drives, or SSDs, for enterprise, defense, aerospace, industrial
automation, medical, and transportation markets. SMARTs presence in the U.S., Europe, Asia, and
Latin America enables it to provide its customers with proven expertise in international logistics,
asset management, and supply-chain management worldwide.
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