Expiration of Go-Shop Period for Smart Modular

SMART Modular Technologies, Inc. announced the expiration of the ‘go-shop period’ pursuant to the terms of the previously announced definitive Agreement and Plan of Merger 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.

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.

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