SanDisk Corporation a leading player in flash storage solutions, has announced a definitive agreement to acquire Fusion-io, a leading developer of flash-based PCIe hardware and software solutions that enhance application performance in enterprise and hyperscale datacenters. The acquisition will be an all-cash transaction valued at approximately $1.1 billion, net of cash assumed.   

“Fusion-io will accelerate our efforts to enable the flash-transformed data center, helping companies better manage increasingly heavy data workloads at a lower total cost of ownership,” said Sanjay Mehrotra, SanDisk president and CEO.  “Customers will benefit from the addition of Fusion-io’s leading PCIe solutions to SanDisk’s vertically integrated business model.  We look forward to working with the world-class engineering and go-to-market teams from Fusion-io to provide high-value solutions to customers around the world.”

Under the terms of the agreement, SanDisk will commence a tender offer for all outstanding shares of Fusion-io for $11.25 per share in cash.  SanDisk will fund the acquisition with cash available on its balance sheet.  The transaction, which has been approved by the boards of directors of both companies, is subject to customary closing conditions, including clearance from relevant regulatory authorities and the completion of the tender offer.  It is expected that the transaction will close in the third quarter of SanDisk’s fiscal 2014 and be accretive to non-GAAP earnings in the second half of SanDisk’s fiscal 2015.

“This transaction represents a compelling opportunity for Fusion-io’s employees, customers and shareholders,” said Shane Robison, chairman and CEO of Fusion-io. “Fusion-io’s innovative hardware and software solutions will be augmented by SanDisk’s worldwide scale and vertical integration, enabling a combined company that can offer an even more compelling value proposition for customers and partners.” 

Goldman, Sachs & Co. acted as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to SanDisk. Qatalyst Partners acted as financial advisor and Wilson Sonsini Goodrich & Rosati acted as legal advisor to Fusion-io.

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