M Systems Flash Disk (NASDAQ:FLSH)
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SanDisk® Corporation (NASDAQ:SNDK) and msystems™
Ltd. (NASDAQ:FLSH) today announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
relating to the proposed acquisition of msystems by SanDisk, has
expired. Additionally, the SEC has issued a no action letter pursuant to
which SanDisk may issue its common stock in the acquisition, if it
receives the required Israeli court approval, without registration under
the Securities Act of 1933.
The proposed acquisition of msystems by SanDisk was announced on July
30, 2006 by the two companies and the closing of the transaction remains
subject to conditions, including, among others, msystems shareholder
approval, Israeli court approval, certain other regulatory approvals as
well as customary closing conditions. SanDisk expects the transaction to
close around the end of the calendar year.
About SanDisk
SanDisk, the world’s largest supplier of flash
memory data storage card products, designs, manufactures and markets
industry-standard, solid-state data, digital imaging and audio storage
products using its patented, high density flash memory and controller
technology. SanDisk is based in Milpitas, CA.
About msystems
msystems has been transforming raw flash into smarter storage solutions
since 1989. From embedded flash drives deployed in millions of mobile
handsets to U3 USB smart drives designed for leading global brands,
msystems creates, develops, manufactures and markets smart personal
storage solutions for a myriad of applications targeting high growth
markets.
Forward-Looking Statements
Statements contained in this press release that are not historical
facts, including statements regarding the consummation of the
transaction and the timing thereof, are forward-looking statements as
that item is defined in the federal securities laws. Forward-looking
statements are inherently subject to risks and uncertainties that could
cause actual results to differ materially from these forward-looking
statements. Many of these risks and uncertainties cannot be predicted
with accuracy and some might not even be anticipated. Some of the
factors that could significantly impact the forward-looking statements
in this press release include the ability to obtain regulatory and other
approvals of the transaction on the proposed terms and schedule; the
risk that the various conditions precedent to the consummation of the
acquisition are not satisfied or waived; and other risks, some of which
are discussed in the companies’ reports filed
with the Securities and Exchange Commission under the caption Risk
Factors and elsewhere. Any forward-looking statement is qualified by
reference to these risks and factors. These risks and factors are not
exclusive, and the companies undertake no obligation to publicly update
or revise any forward-looking statements to reflect events or
circumstances that may arise after the date of this release except as
required by law. Additional information regarding these and other
factors is contained in the companies’ SEC
filings, including, without limitation, SanDisk’s
Form 10-K for its fiscal year ended January 1, 2006, and its Form 10-Qs,
msystems’ Form 20-F for the year ended
December 31, 2005 and msystems’ Forms 6-K. The
companies’ filings are available from the
Securities and Exchange Commission or may be obtained on SanDisk’s
website at www.sandisk.com and
msystems’ website at www.msystems.com,
as applicable.
Where You Can Find Additional Information
msystems' security holders are advised to read the proxy statement
regarding the proposed merger, which will be furnished to the SEC on
Form 6-K and mailed to all msystems security holders, because it will
contain important information. msystems' security holders will be able
to obtain a free copy of the proxy statement (when it is furnished to
the SEC and becomes available) at the SEC's website at http://www.sec.gov.
SanDisk® is a registered trademark of
SanDisk Corporation registered in the United States and other countries.
msystems is a trademark of msystems Ltd.
SanDisk(R) Corporation (NASDAQ:SNDK) and msystems(TM) Ltd.
(NASDAQ:FLSH) today announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
relating to the proposed acquisition of msystems by SanDisk, has
expired. Additionally, the SEC has issued a no action letter pursuant
to which SanDisk may issue its common stock in the acquisition, if it
receives the required Israeli court approval, without registration
under the Securities Act of 1933.
The proposed acquisition of msystems by SanDisk was announced on
July 30, 2006 by the two companies and the closing of the transaction
remains subject to conditions, including, among others, msystems
shareholder approval, Israeli court approval, certain other regulatory
approvals as well as customary closing conditions. SanDisk expects the
transaction to close around the end of the calendar year.
About SanDisk
SanDisk, the world's largest supplier of flash memory data storage
card products, designs, manufactures and markets industry-standard,
solid-state data, digital imaging and audio storage products using its
patented, high density flash memory and controller technology. SanDisk
is based in Milpitas, CA.
About msystems
msystems has been transforming raw flash into smarter storage
solutions since 1989. From embedded flash drives deployed in millions
of mobile handsets to U3 USB smart drives designed for leading global
brands, msystems creates, develops, manufactures and markets smart
personal storage solutions for a myriad of applications targeting high
growth markets.
Forward-Looking Statements
Statements contained in this press release that are not historical
facts, including statements regarding the consummation of the
transaction and the timing thereof, are forward-looking statements as
that item is defined in the federal securities laws. Forward-looking
statements are inherently subject to risks and uncertainties that
could cause actual results to differ materially from these
forward-looking statements. Many of these risks and uncertainties
cannot be predicted with accuracy and some might not even be
anticipated. Some of the factors that could significantly impact the
forward-looking statements in this press release include the ability
to obtain regulatory and other approvals of the transaction on the
proposed terms and schedule; the risk that the various conditions
precedent to the consummation of the acquisition are not satisfied or
waived; and other risks, some of which are discussed in the companies'
reports filed with the Securities and Exchange Commission under the
caption Risk Factors and elsewhere. Any forward-looking statement is
qualified by reference to these risks and factors. These risks and
factors are not exclusive, and the companies undertake no obligation
to publicly update or revise any forward-looking statements to reflect
events or circumstances that may arise after the date of this release
except as required by law. Additional information regarding these and
other factors is contained in the companies' SEC filings, including,
without limitation, SanDisk's Form 10-K for its fiscal year ended
January 1, 2006, and its Form 10-Qs, msystems' Form 20-F for the year
ended December 31, 2005 and msystems' Forms 6-K. The companies'
filings are available from the Securities and Exchange Commission or
may be obtained on SanDisk's website at www.sandisk.com and msystems'
website at www.msystems.com, as applicable.
Where You Can Find Additional Information
msystems' security holders are advised to read the proxy statement
regarding the proposed merger, which will be furnished to the SEC on
Form 6-K and mailed to all msystems security holders, because it will
contain important information. msystems' security holders will be able
to obtain a free copy of the proxy statement (when it is furnished to
the SEC and becomes available) at the SEC's website at
http://www.sec.gov.
SanDisk(R) is a registered trademark of SanDisk Corporation
registered in the United States and other countries. msystems is a
trademark of msystems Ltd.