Fusion-IO (FIO)

[eastunder]

Form 8-K for FUSION-IO, INC.


23-Jul-2014

Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failur

http://biz.yahoo.com/e/140723/fio8-k.html

Item 2.01 Completion of Acquisition or Disposition of
Assets.

As previously disclosed, on June 16, 2014, Fusion-io, Inc., a Delaware corporation (the "Company"), SanDisk Corporation, a Delaware corporation ("Parent") and Flight Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser offered to purchase all outstanding shares of the Company's common stock, par value $0.0002 per share (the "Shares"), at a price of $11.25 per Share, net to the holder thereof in cash, without interest, less any required withholding taxes (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase, filed by Parent and Purchaser on June 24, 2014 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with the Offer to Purchase, each as amended or supplemented, constitute the "Offer").

Upon the expiration of the initial offering period of the Offer at 12:00 midnight, New York City time, on Tuesday, July 22, 2014, Purchaser accepted for payment 66,901,782 Shares representing approximately 61.02% of the outstanding Shares. In addition, American Stock Transfer & Trust Company, LLC, the depositary for the Offer, advised that it received commitments to tender to Purchaser 6,879,953 additional shares under the guaranteed delivery procedures in the Offer prior to the expiration of the initial offering period, representing approximately 6.27% of the outstanding Shares. Purchaser accepted for payment all Shares validly tendered in, and not withdrawn from, the Offer according to the terms and conditions of the Offer.

Pursuant to the terms and conditions of the Merger Agreement, Purchaser was merged with and into the Company (the "Merger") on July 23, 2014 in accordance with applicable provisions of Delaware law that authorize the completion of the Merger without a vote or meeting of stockholders of the Company. In connection with the Merger, each outstanding Share not tendered in the Offer (other than
(i) Shares held by the Company or Parent or any of their respective subsidiaries and (ii) Shares owned by Company stockholders who properly perfect their statutory appraisal rights under Delaware law) was converted into the right to receive the Offer Price in cash, without interest thereon and less any applicable withholding taxes. Under the terms of the Merger Agreement, Parent and Purchaser completed the Offer and the Merger for $11.25 per Share for the outstanding Shares, and assumed unvested, in-the-money equity awards, for a total aggregate value of approximately $1.1 billion, net of cash assumed. Purchaser funded the total payments required to complete the Offer and the Merger with cash on hand at Parent. Following the consummation of the Merger, the Company continued as the surviving corporation and became a wholly owned subsidiary of Parent.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was included as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the "SEC") on June 16, 2014, and which is incorporated herein by reference.


Item 3.01 Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in Item 2.01, above, of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On July 23, 2014, in connection with the Merger, the Company notified the New York Stock Exchange (the "NYSE") of its intent to remove its common stock from listing on the NYSE and requested the NYSE file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 to delist and deregister the Shares. The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of the Shares and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.


Item 3.03 Material Modification to Rights of Security
Holders.

The information set forth in Item 3.01, above, and Item 5.01, below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

At the effective time of the Merger (the "Effective Time"), each Share issued and outstanding immediately prior to the Effective Time and not tendered pursuant to the Offer (other than (i) Shares held by the Company or Parent or any of their respective subsidiaries and (ii) Shares owned by Company stockholders who properly perfect their statutory appraisal rights under Delaware law) was cancelled and automatically converted into the right to receive an amount in cash equal to the Offer Price, net to the seller in cash, without interest thereon and less any applicable withholding taxes. Purchaser funded the total payments required to complete the Offer and the Merger with cash on hand at Parent.