- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
13 Julho 2011 - 9:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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SMART MODULAR TECHNOLOGIES (WWH), INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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SMART Modular Technologies (WWH), Inc., ordinary shares, par value
US$0.00016667 (Common Stock)
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(2)
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Aggregate number of securities to which transaction applies:
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66,098,205 shares of Common Stock (including restricted stock units) and 7,213,931 shares of Common Stock underlying outstanding options of the Company with an exercise price of $9.25 or less.
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
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The proposed maximum aggregate value of the transaction for purposes
of calculating the filing fee is $646,035,265. The maximum aggregate value of the transaction was calculated based upon the sum of (A) (1) 66,098,205 shares of Common Stock (including restricted stock units) issued and outstanding and owned by persons other than the Company on April 26, 2011, multiplied (2) by $9.25 (the per share
Merger consideration) and (B) (1) 7,213,931 shares of Common Stock underlying outstanding options of the Company
with an exercise price of $9.25 or less, as of April 26, 2011, multiplied by (2) the excess of the per share Merger consideration over the weighted average exercise price of $4.45. The filing fee equals the product of 0.00011610 multiplied by the maximum aggregate value of the transaction.
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(4)
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Proposed maximum aggregate value of transaction:
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$646,035,265
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(5)
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Total fee paid:
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$75,005
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or schedule and the date of its
filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing party:
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(4)
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Date Filed:
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For More Information
Investor Contacts:
Charlie Koons
MacKenzie Partners, Inc.
212-929-5708
proxy@mackenziepartners.com
Barry Zwarenstein
CFO, Senior Vice President
SMART Modular Technologies
510-624-8134
Barry.Zwarenstein@smartm.com
SMART Modular Technologies To Mail Definitive Proxy Materials
Extraordinary General Meeting of Shareholders to Vote on Proposed Merger Scheduled for
August 12, 2011
NEWARK, CA, July 13, 2011
SMART Modular Technologies (WWH), Inc. (SMART or the Company)
(NASDAQ: SMOD) today announced that it has filed with the Securities and Exchange Commission
(SEC), and will commence mailing of, definitive proxy materials in connection with the previously
announced merger under the Agreement and Plan of Merger (the Merger Agreement) dated as of April
26, 2011, among the Company and affiliates of Silver Lake Partners and Silver Lake Sumeru. In the
merger, SMART shareholders will receive $9.25 per share in cash.
An extraordinary general meeting of SMART shareholders to consider and vote upon, among other
things, the Merger Agreement and the merger has been scheduled for
Friday, August 12, 2011, at 10:00
a.m. Pacific Time at the Courtyard by Marriott, located at 34905 Newark Boulevard, Newark,
California 94560. SMART shareholders of record at the close of
business on Friday, July 1, 2011,
will be entitled to vote at the extraordinary general meeting.
A special committee of SMARTs Board of Directors (Special Committee), consisting entirely of
independent and disinterested directors, unanimously determined that the Merger Agreement and the
transactions contemplated thereby were advisable, fair to and in the best interests of the Company
as a whole and its unaffiliated shareholders and recommended that the Board of Directors approve
and declare the Merger Agreement and the transactions contemplated thereby advisable, fair to and
in the best interests of SMART as a whole and its unaffiliated shareholders. The Board of
Directors, after careful consideration, and acting on the unanimous recommendation of the Special
Committee, unanimously approved and declared the Merger Agreement and the transactions contemplated
thereby advisable, fair to and in the best interests of SMART as a whole and its unaffiliated
shareholders.
The Board of Directors and Special
Committee of SMART both recommend that all SMART shareholders vote FOR the Merger Proposal.
SMART shareholders are encouraged to read the Companys definitive proxy materials in their
entirety as they provide, among other things, a detailed discussion of the process that led to the
proposed merger and the reasons behind the unanimous recommendation by the Board of Directors and
the Special Committee that shareholders vote FOR the proposal to approve as a special resolution,
the authorization, approval and adoption of the Merger Agreement.
SMART shareholders who have questions about the merger, need assistance in submitting their proxy
or voting their shares should contact the Companys proxy solicitor, MacKenzie Partners, Inc., at
1-800-322-2885; Email:
proxy@mackenziepartners.com
. In addition, shareholders may view the
proxy materials online at:
https://materials.proxyvote.com/G82245
.
About SMART Modular Technologies, Inc.
SMART is a leading independent designer, manufacturer and supplier of electronic subsystems to
original equipment manufacturers, or OEMs. SMART offers more than 500 standard and custom products
to OEMs engaged in the computer, enterprise, industrial, networking, gaming, telecommunications,
defense, aerospace and embedded application markets. Taking innovations from the design stage
through manufacturing and delivery, SMART has developed a comprehensive memory product line that
includes DRAM, SRAM, and Flash memory in various form factors. SMART also offers high performance,
high capacity solid state drives, or SSDs, for enterprise, defense, aerospace, industrial
automation, medical, and transportation markets. SMARTs presence in the U.S., Europe, Asia, and
Latin America enables it to provide its customers with proven expertise in international logistics,
asset management, and supply-chain management worldwide. See
www.smartm.com
for more information.
Forward-Looking Statements
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements that involve numerous risks and
uncertainties. All forward-looking statements included in this document are based on information
available to SMART on the date hereof. In some cases, you can identify forward-looking statements
by terminology such as may, can, will, should, could, expects, plans, anticipates,
intends, believes, estimates, predicts, potential, targets, goals, projects,
outlook, continue, preliminary, guidance, or variations of such words, similar expressions,
or the negative of these terms or other comparable terminology. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that could cause actual events or
results to be materially different from expected events or historical results and/or from any
future results or events or outcomes expressed or implied by such forward-looking statements. No
assurance can be given that any of the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do so, what impact they will have on the intended merger, our
results of operations or financial condition. Accordingly, the merger may not occur and our actual
results may differ materially and adversely from those expressed in
any forward-looking statements. Neither SMART nor any other person can assume responsibility for
the accuracy and completeness of forward-looking statements. There are various important factors
that could cause actual events or results to differ materially from those in any such
forward-looking statements, many of which factors are beyond SMARTs control. These factors
include, but are not limited to: failure to obtain shareholder approval of the proposed merger;
failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory
or other approvals; failure to consummate or a delay in consummating the transaction for other
reasons; changes in laws or regulations; and changes in general economic conditions. SMART
undertakes no obligation (and expressly disclaims any such obligation) to publicly update or revise
any forward-looking statement, whether as a result of new information, future events or otherwise.
For additional information please refer to SMARTs most recent Form 10-K, Form 10-Qs and 8-K
reports filed with the SEC. Risks as outlined in these reports may not constitute all factors that
could cause actual events or results to differ materially from those discussed in any
forward-looking statements. The Company operates in a continually changing business environment and
new factors emerge from time to time. The Company cannot predict such factors, nor can it assess
the impact, if any, from such factors on the transaction or on the Company or its results.
Forward-looking statements should not be relied upon as a prediction of actual results. These
forward-looking statements are made as of today, and the Company 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.
Additional Information and Where To Find It
On July 12, 2011, in connection with the merger, SMART filed its definitive proxy statement with
the SEC. SMART will commence mailing the definitive proxy statement and a proxy card to each
shareholder entitled to vote at the extraordinary general meeting relating to the merger on or
about July 13, 2011. INVESTORS AND SECURITY HOLDERS OF SMART ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN
CONNECTION WITH THE MERGER THAT SMART WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SMART AND THE MERGER. The definitive proxy
statement (and other relevant materials in connection with the merger when they become available),
and any other documents filed by SMART with the SEC, may be obtained free of charge at the SECs
website at
www.sec.gov
. In addition, investors and security holders may obtain free copies
of the documents filed with the SEC at
https://materials.proxyvote.com/G82245
or by
contacting MacKenzie Partners, Inc. at 1-800-322-2885; email: proxy@mackenziepartners.com.
SMART and its directors and executive officers may be deemed to be participants in the solicitation
of proxies from SMARTs shareholders with respect to the merger. Information about SMARTs
directors and executive officers and their ownership of SMARTs common stock is set forth in the
definitive proxy statement in connection with the merger and in the definitive proxy statement for
SMARTs 2011 Annual Meeting of Stockholders, which was filed with the SEC on December 3, 2010.
Information regarding the identity of the potential participants, and their direct or indirect
interests in the merger, by security holdings or otherwise, is set forth in the definitive proxy
statement filed with SEC in connection with the merger.
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