Matrix Agrees to Acquisition by SanDisk.SUNNYVALE, Calif. -- SanDisk(R) Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :SNDK) and Matrix Semiconductor, Inc. today announced that they signed a definitive agreement for SanDisk to acquire Matrix(R). Matrix is a privately held company privately held company A firm whose shares are held within a relatively small circle of owners and are not traded publicly. based in Santa Clara, California Santa Clara, California (IPA: /ˌsæntəˈklærə/) , founded in 1777 and incorporated in 1852, is a city in Santa Clara County, in the U.S. state of California. that has been developing and supplying 3-D integrated circuit integrated circuit (IC), electronic circuit built on a semiconductor substrate, usually one of single-crystal silicon. The circuit, often called a chip, is packaged in a hermetically sealed case or a nonhermetic plastic capsule, with leads extending from it for (three dimensional) one-time programmable (OTP (1) (One Time Programmable) Refers to programming content or logic into chips such as EPROMs and EEPROMs, which cannot be reversed. See antifuse. (2) (One Time P ) technology since its inception in 1998. Matrix(R) 3-D Memory is used for storage applications that do not require multiple rewrites and where low cost is the paramount consideration, such as video games See video game console. , music and other content, or for archiving. The Matrix technology can achieve low cost by building multiple layers of memory arrays on a standard silicon substrate so that active circuitry is not confined to the silicon surface but extends vertically as well. Because OTP technology is not rewritable once programmed, it complements rather than directly competes with Flash memory, which is rewritable but more costly. Matrix has over 100 U.S. issued patents in 3-D integrated circuit technology. SanDisk intends to support and sell Matrix's 3D OTP products through its various sales channels and will work closely with Matrix's customers to assure continuity of supply during the transition. "We have high regard for the Matrix team and welcome them to SanDisk. Use of the Matrix 3-D Memory extends beyond video games and hopefully will play an important role in content distribution such as incorporation in our recently launched Gruvi cards for secure distribution of premium music titles and other preloaded content in handsets," said Eli Harari, Chief Executive Officer of SanDisk. "The Matrix team is excited about joining SanDisk and fulfilling our vision of 3-D memory technology," said Dennis Segers, President of Matrix Semiconductor. "Joining SanDisk will provide us with financial, manufacturing, marketing and sales channel resources to help establish Matrix 3DM as a mainstream storage technology for a broad range of consumer applications." The acquisition consideration will be approximately $250 million, consisting of approximately $238 million of newly issued SanDisk shares and equity incentives and approximately $12 million of cash. The closing of the acquisition is subject to regulatory approval and the satisfaction of standard conditions. The parties expect to complete the acquisition by the end of 2005. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This news release contains forward-looking statements about expectations of achieving commercialization of 3-D Memory, expectations of future revenues from and applications for 3-D Memory, expectations regarding the acquisition's dilutive effect Dilutive effect Result of a transaction that decreases earnings per common share (EPS). on SanDisk's 2006 earnings per share and expectations concerning the successful integration and continuation of Matrix's business and operations. There are numerous risks and uncertainties that may cause the forward-looking statements in this news release to be inaccurate and that may significantly and adversely affect the combined company's business, financial condition and results of operations. Risks that may cause these forward-looking statements to be inaccurate include among others: the combined company's failure to successfully commercialize 3-D Memory or to achieve future revenue from 3-D Memory applications, loss of key customers, loss of key employees, loss in value or use of any material portion of Matrix's patent portfolio, higher than expected operating expenses Operating expenses The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted. , unanticipated costs of integration, the risk that the acquisition is not consummated due to the failure to obtain regulatory approval or the failure to satisfy one or more conditions precedent, diversion of management attention from its core business, and other risks detailed from time-to-time in SanDisk's Securities and Exchange Commission filings and reports, including, but not limited to, its Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended January 2, 2005 and its quarterly reports on Form 10-Q Form 10-Q See 10-Q. . Future results may differ materially from those previously reported. The companies do not intend to update the information contained in this release. About SanDisk SanDisk is the original inventor of flash storage cards and is the world's largest supplier of flash data storage card products using its patented, high-density flash memory and controller technology. SanDisk is headquartered in Sunnyvale, CA and has operations worldwide, with more than half its sales outside the U.S. About Matrix Semiconductor Matrix Semiconductor, Inc. is the creator and developer of the world's first three-dimensional integrated circuits Integrated circuits Miniature electronic circuits produced within and upon a single semiconductor crystal, usually silicon. Integrated circuits range in complexity from simple logic circuits and amplifiers, about 1/20 in. (1. . Matrix's first product, Matrix(R) 3-D Memory (3DM), is a low cost, high density line of permanent, one time programmable, non-volatile memory Refers to memory chips that hold their content without power being applied. It may refer to chips that are not changeable, such as ROMs and PROMs, or to chips that can be rewritten many times such as flash memory. that is compatible with existing standards. Matrix 3-D Memory accelerates time-to-market for publishers of digital content and is targeted for use in portable consumer electronic devices. Privately held, Matrix is headquartered in Santa Clara, California. Additional information may be found at: http://www.Matrixsemi.com SanDisk is a trademark of SanDisk Corporation, registered in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and other countries. Matrix is a trademark registered by Matrix Semiconductor, Inc. No Public Offering This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there by any sale of securities in any jurisdiction in which such solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. |
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