Expiration of HSR Waiting Period for Acquisition of Fusion-io by SanDisk

SanDisk Corporation announced that the waiting period for U.S. antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR), relating to it proposed acquisition of Fusion-io, Inc., expired at 11:59 P.M., Eastern time, on July 15, 2014.

In addition, SanDisk and Fusion-io have determined that no pre-merger notifications are required to be filed in the Federal Republic of Germany with respect to the proposed acquisition.

As previously announced on June 16, 2014, SanDisk has entered into a definitive agreement to acquire Fusion-io in an all-cash transaction valued at approximately $1.1 billion, net of cash assumed.

Under the terms of the agreement, SanDisk commenced a tender offer on June 24, 2014 for all outstanding shares of Fusion-io for $11.25 per share in cash. The expiration of the HSR waiting period, together with the determination that no pre-merger notifications are required to be filed in the Federal Republic of Germany, satisfies one of the conditions to close the tender offer.

Other conditions remain to be satisfied, including the valid tender of at least a majority of outstanding Fusion-io shares.

The tender offer is scheduled to expire at 12:00 midnight, New York City time, at the end of July 22, 2014, unless the tender offer is extended or terminated earlier.

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