SGH Completes Sale of Majority Stake of SMART Brazil
30 Novembro 2023 - 10:00AM
Business Wire
SMART Global Holdings, Inc. (“SGH” or the “Company”) (Nasdaq:
SGH) today announced that the Company, through its wholly owned
subsidiary SMART Modular Technologies (LX) S.à.r.l., completed its
previously announced sale of 81% of SMART Modular Technologies do
Brasil – Indústria e Comercio de Componentes Ltda. (“SMART Brazil”)
to Lexar Europe B.V., an affiliate of Shenzhen Longsys Electronics
Co., Ltd.
Transaction Summary
Under the terms of the agreement, the purchase price valued 100%
of SMART Brazil at an enterprise value of $205 million. This amount
has two separate components, an upfront value of $170 million and a
deferred value of $35 million.
At closing, SGH received approximately $140 million for 81% of
SMART Brazil’s outstanding equity, which amount reflects certain
customary adjustments and is net of estimated withholding tax due
in connection with the closing. Eighteen months following today’s
closing, SGH will receive a deferred cash payment of approximately
$28 million (81% of $35 million).
In addition to the upfront and deferred cash payments, SGH has
retained a 19% interest in SMART Brazil. During three exercise
windows between 2027 and 2029, the parties have a put and call
feature for the remaining stake at a put/call price that values
100% of the SMART Brazil business at 7.5x its fiscal year net
income.
Advisors
In connection with the transaction, Banco Itaú BBA S.A. acted as
financial advisor and Latham & Watkins acted as legal advisor
to SGH.
Use of Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act, Section 21E of
the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995. All statements contained
in this press release that do not relate to matters of historical
fact should be considered forward-looking statements. These
statements include, but are not limited to, statements concerning
the sale of SMART Brazil and other transactions contemplated by the
purchase agreement, including the deferred cash purchase price to
be paid eighteen months following the closing and the exercise of
the put/call option. Forward-looking statements often use words
such as “anticipate,” “target,” “expect,” “estimate,” “intend,”
“plan,” “believe,” “could,” “will,” “may” and other words of
similar meaning. These forward-looking statements are based on
current expectations and preliminary assumptions that are subject
to factors and uncertainties that could cause actual results to
differ materially from those described in these forward-looking
statements. These forward-looking statements are subject to a
number of risks, uncertainties and other factors, many of which are
outside SGH’s control, including, among others: failure to realize
the anticipated benefits of the sale of SMART Brazil; the
separation and transition of our SMART Brazil business in
connection with the sale of SMART Brazil may involve unexpected
costs or consequences; completion of the sale of SMART Brazil could
impair our ability to protect our trademarks and brand; and other
factors and risks detailed in SGH’s filings with the U.S.
Securities and Exchange Commission, which include SGH’s most recent
Annual Report on Form 10-K, including SGH’s future filings. Such
factors and risks as outlined above and in such filings do not
constitute all factors and risks that could cause actual results of
SGH to be materially different from SGH’s forward-looking
statements. Accordingly, investors are cautioned not to place undue
reliance on any forward-looking statements. These forward-looking
statements are made as of the date of this press release, and SGH
does not intend, and has no obligation, to update or revise any
forward-looking statements in order to reflect events or
circumstances that may arise after the date of this press release,
except as required by law.
About SGH
At SGH, we design, build, deploy, and manage high-performance,
high-availability enterprise solutions that help our customers
solve for the future. Across our computing, memory, and LED lines
of business, we focus on serving our customers by providing deep
technical knowledge and expertise, custom design engineering,
build-to-order flexibility and a commitment to best-in-class
quality.
Learn more about us at SGHcorp.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231130010993/en/
Investors:
Suzanne Schmidt Investor Relations (510) 360-8596
ir@sghcorp.com
PR:
Valerie Sassani VP Marketing and Communications (510) 941-8921
pr@sghcorp.com
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