SMART Modular Technologies (SMOD)

[eastunder]

SMOD: Filed New Form SC 13E3, Going Private Statement -

http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=7634972

[eastunder]

SMART Modular Technologies' Embedded SATA Solid-State Drive Targets Mass Markets With Industry-Standard Form Factor

Tuesday , May 03, 2011 09:00ET



NEWARK, CA -- (Marketwire) -- 05/03/11 -- SMART Modular Technologies (WWH), Inc. ("SMART" or the "Company") (NASDAQ: SMOD), a leading independent manufacturer of solid-state storage products and memory modules, today announced the introduction of the XceedIOPS iSATA Slim solid-state storage module, the latest addition to SMART's serial ATA (SATA) line of embedded solid-state storage products. SMART was an early adopter of the SATA Slim form factor with its previously released XceedLite iSATA Slim. Since then, JEDEC has formally released its MO-297-A standard, the features of which SMART has combined with enhanced performance to create XceedIOPS iSATA Slim. The standard mechanical design makes the product ideally suited for a wide variety of OEM storage applications that require multi-sourcing procurement strategies, design interoperability, and rapid time to market. SMART's XceedIOPS iSATA Slim should prove especially beneficial in space-constrained embedded applications such as ATCA, IPC, blades, networking, and point-of-service machines.

The XceedIOPS iSATA Slim was designed using industrial-grade single level cell (SLC) flash for high reliability and performance. Compared to client-grade solutions that use consumer multi-level cell (cMLC) flash, the SLC-based XceedIOPS iSATA Slim delivers up to 30X longer life. Reliability is further enhanced by the SSD's whole-drive static wear leveling, advanced error detection/correction circuitry, and built-in support for self-monitoring analysis and reporting technology (S.M.A.R.T.).


The XceedIOPS iSATA Slim is SMART's new embedded storage solution incorporating an industry-standard JEDEC form factor.Many OEMs exclusively specify standards-based products, and SMART's latest SSD conforms to the latest JEDEC standard for slim drives. With a physical size approximately 25 percent that of a 2.5" drive, the new storage device is supplied in an SFF-8156 (39mmx54mm) package that is only 4mm thick. Available with capacity of up to 64GB, the XceedIOPS iSATA Slim is optimized for use as embedded storage or as a boot device in a broad range of telecommunications, data communications, industrial, and computing applications. The XceedIOPS iSATA Slim represents a space-saving, low cost plug-and-play alternative to 2.5" HDDs and SSDs.

"Because the XceedIOPS iSATA Slim SSD is designed to a JEDEC industry standard, SMART anticipates many OEM customers will adopt this form-factor as the platform of choice for existing and new product development activities," said John Scaramuzzo, SMART's Senior Vice President and General Manager, Storage Business Unit. "OEMs who select this SSD can realize lower costs, lower power consumption, and reduced footprint as compared to traditional 2.5" drives. Plus, our customers know when selecting SMART storage products and services that they will receive industry leading product quality, continuity of supply, and customer support."

The new, low-power SSD features typical power consumption of 0.5W at +5VDC, demonstrating noiseless operation and zero seek time. In addition, the XceedIOPS iSATA Slim supports automatic 5V/3.3V input power selection. Designed for superior performance, it handles more than 120/115 MB/s sequential throughput and 14K/1.4K IOPS, read/write.

The SMART XceedIOPS iSATA Slim is sampling now with production quantities currently available. SMART is displaying its new XceedIOPS iSATA Slim at the Embedded Systems Conference, booth #2248, from May 2 - 5, 2011. For additional information on SMART's XceedIOPS SSDs and other memory storage products, visit www.smartm.com.

[eastunder]

Always! Life is just so much easier when kept simple!

Great weekend back at ya, Scov!

J

[ScovilleUnits]

I'm a KISS

Keep It Simple Stupid


Have a Great Weekend J!

[eastunder]

???……….Says decide now to use it or you might very easily run the risk of making it more difficult to do so and/or finally losing it…imho…….;o)

Oh, but that's just too SIMPLE.

Plus it doesn't nearly use the amount of space or ink required to make this all impressive. ;)

[eastunder]

This just in: I am thrilled to announce, that what I have presented in my prior post regarding options... is also the recipient of the World Record for the longest sentence ever placed in a Proxy.

Be proud SMOD! Be very Proud!

[ScovilleUnits]

"Proxy" …I remember her from Elementary School!

I recall her as being quite attractive yet complex at the same time?


???……….Says decide now to use it or you might very easily run the risk of making it more difficult to do so and/or finally losing it…imho……?

[eastunder]

This was in the proxy...

SMOD: Filed New Form DEFA14A, Addi'l Definitive Proxy Materials -

http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=7564644

Feel free to explain it to me when you are done figuring it out. I seem to be stuck watching baby eagles on a webcam. ;)

(d) Company Stock Options; Company Restricted Stock Awards. As soon as practicable following the date hereof, the Board of Directors (or, if appropriate, any committee thereof administering the Company Equity Incentive Plan), in consultation with Parent, shall adopt such resolutions and take such other actions (including adopting any plan amendments) as are required to provide that, except as set forth on Section 2.1(d)(i) of the Disclosure Schedules or as otherwise expressly agreed between the Parent and any holder thereof: (i) with the exception of those Unvested Company Stock Options set forth on Section 2.1(d)(ii) of the Disclosure Schedules that are subject to clause (ii) of this Section 2.1(d), each then outstanding Company Stock Option that is unvested immediately prior to the Effective Time (an “Unvested Company Stock Option”) shall cease to represent a right to purchase shares of Common Stock and shall be converted into an option (a “Parent Option”) to purchase, on substantially the same terms and conditions applicable to each such Unvested Company Stock Option, immediately prior to the Effective Time (including the same vesting conditions and transfer restrictions), the number of whole ordinary shares of Parent, rounded down to the nearest whole share, that is equal to the product of (A) the number of shares of Common Stock subject to such Unvested Company Stock Option immediately prior to the Effective Time, multiplied by (B) a fraction the numerator of which shall be the Merger Consideration and the denominator of which shall be the fair market value of an ordinary share of Parent at the Effective Time as determined in good faith by the board of directors of Parent in a manner which complies with Section 409A of the Code (such fraction, the “Option Exchange Ratio”), at an exercise price per ordinary share of Parent (rounded up to the nearest whole penny) equal to (x) the exercise price for each such share of Common Stock subject to such Unvested Company Stock Option immediately prior to the Effective Time divided by (y) the Option Exchange Ratio; (ii) each then-outstanding Company Stock Option granted under the Company Equity Incentive Plan that is vested and exercisable as of immediately prior to the Effective Time, and each outstanding Unvested Company Stock Option that is set forth on Section 2.1(d)(ii) of the Disclosure Schedules, shall be cancelled immediately prior to the Effective Time in exchange for payment of an amount in cash equal to the product of (A) the number of shares of Common Stock subject to such Company Stock Option immediately prior to the Effective Time, and (B) the excess, if any, of the Merger Consideration over the per share exercise price of such Company Stock Option (for the avoidance of doubt, each holder of a Company Stock Option with a per share exercise price that is equal to or greater than the Merger Consideration shall not be entitled to receive any payment in exchange for the cancellation of such Company Stock Options); and (iii) each then-outstanding Company Restricted Stock Award granted under the Company Equity Incentive Plan shall be cancelled immediately prior to the Effective Time in exchange for payment of an amount in cash equal to the product of (A) the number of shares of Common Stock subject to such Company Restricted Stock Award immediately prior to the Effective Time; provided that the number of shares of Common Stock subject to Company Restricted Stock Awards that are subject to issuance or vesting based on performance (the “Performance Awards”) shall be determined in accordance with either (x) the methodology set forth in Section 3.02 in each of the Severance and Change of Control Agreements, in the case of Performance Awards granted to persons who have entered into a Severance and Change of Control Agreement, or (y) the terms of the Company Equity Incentive Plan and applicable award agreement(s), in the case of Performance Awards granted to all other persons, and (B) the Merger Consideration (all such cash payments to be paid pursuant to the immediately preceding clauses (ii) and (iii) shall be referred to herein as the “Equity Incentive Amounts”). The Parent shall take all actions necessary so that, within 15 days of the Effective Time, the Surviving Corporation shall pay or cause to be paid to each holder of Company Restricted Stock or Company Stock Options granted under the Company Equity Incentive Plan the Equity Incentive Amounts to which such holder is entitled pursuant to this Section 2.1(d) through the Surviving Corporation’s or its applicable Subsidiaries’ payroll. The conversion and assumption of the Unvested Company Stock Options is intended to comply with the regulations and other binding guidance under Section 409A of the Code and such converted Parent Options shall be subject to the same terms and conditions (including vesting schedule, expiration date, exercise provisions and transfer restrictions) as were applicable to the corresponding Unvested Company Stock Options immediately prior to the Effective Time.

[ScovilleUnits]

I’m thinking best that each SMOD employee address those matters now, prior to whatever the end-game buy-out might be!

SMOD employees were promised certain benefits, this buy-out should not result in a loss of their original employment terms and agreements.

Wow, those "Options" though…wonder how they are treated once the buy-out is finalized? I'm thinking best to use use em, and not possibly lose em, while still with SMOD?

[eastunder]

I saw those this morning as well. LOL

I couldn't even begin to guess.

I was hoping you would Edumicate me ;)

[ScovilleUnits]

Edumicate me J about these F-4 "Options".

Successfully timing their "Options" into the timing of this buyout?

04/28/2011 (21:44 ET) SMOD: New Form 4 Filed, Change in Beneficial Ownership ….
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=7568873

04/28/2011 (20:17 ET) SMOD: New Form 4 Filed, Change in Beneficial Ownership ….
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=7568873

”Options”...use'em or lose'em… excercise while the "Company" is still separately an independent "Inc" of their own or lose em after the buyout? Is the timing interesting?

[eastunder]

Ambulance chasers: Numbers 7-10

#7

The Law Firm of Levi & Korsinsky, LLP Launches an Investigation into Possible Breaches of Fiduciary Duty by the Board of SMART Modular Technologies in Connection with the Sale of the Company to Silver Lake Partners - SMOD -

#8

Briscoe Law Firm Investigates SMART Modular Technologies (WWH), Inc. for Shareholders Concerning Acquisition by Silver Lake Partners

#9

The Law Firm of Weiss & Lurie Investigates the Acquisition of SMART Modular Technologies -

#10

The Law Office of Abe Shainberg Launches an Investigation into Possible Breaches of Fiduciary Duty by the Board of SMART Modular Technologies in Connection with the Sale of the Company to Silver Lake Partners - SMOD

[eastunder]

At a special meeting on April 25, 2011 upon the unanimous recommendation of the special committee of the board of directors of the Company (the “Special Committee”), the Company’s board of directors (the “Board”) unanimously (with the abstention of a director affiliated with, and a director who is an investor in, the Sponsors) approved the Merger Agreement and directed that the Merger Agreement be submitted to the Company’s shareholders for approval.

Consummation of the Merger is subject to customary conditions, including, without limitation: (i) the affirmative vote of the holders of at least two thirds of the Company’s ordinary shares attending a duly convened shareholders meeting of the Company (in person or by proxy) voting by poll, (ii) the expiration of all applicable waiting periods under the antitrust and competition laws of the United States and Germany, and the receipt of other necessary pre-closing authorizations, consents and approvals of all governmental entities in connection with the Merger and (iii) the absence of any law or any temporary, preliminary or permanent restraining order prohibiting or preventing the Merger or making the consummation of the Merger illegal.

[eastunder]

Thanks for checking that. I would love to see this drop into the eights in the meantime.

I was looking back on the old C--- stock, trying to remember what pull backs occurred in that process but charts are gone. It was nice we had so much info during that process placed on the board to look back on though.

I keep thinking some massive shareholder will voice an objection.

SMOD was trading at higher prices not so long ago. the 9.25 offer will put some people under water who have held for a longer time frame. If some of those are fund managers that picked this up for a LT portfolios I wonder what their feelings really are? Will they voice it via the power of their share quantity?

Annnnyyyy who...this is fun regardless.

I love this stuff.

[ScovilleUnits]

That's a good view...thanks. I keep hearing there’s a lot of companies sitting on a lot of cash out there and that more and more mergers and acquisition in the market are on the way. Separating out the cash makes for a cleaner clearer view imho, that’s cash that could be put to good use in such a bargain basement acquisition of their own?

As I understood the info provided nothing will concluded until at least after June 9 so plenty of time for more ambulance chasers as well as other legit offers.


(I could have sworn I heard Dr. Seuss chime in)



ps: checked the last 10-Q to find the same O/S #s that finviz showed

[eastunder]

SMOD currently holds 2.12 cash per share:

134,426,000 cash per 10Q divided by 63.48m shares (finviz number) = 2.12 cash

Offer 9.25 - 2.12 = 7.13:

So AM I wrong to look at it as Silver is paying 9.25 to shareholders, which is what one would get, but they are retaining 134m in cash and therefore actually only paying 7.13 for each share?

This is so different than a hostile, isn't it? The board is behind this one.

The biggest problem I see is that even though the proposed purchase price presents a premium (Said Dr. Seuss ;) the value of the Company's current business and future prospects is not being considered, IMHO.

[eastunder]

SMOD: Filed New Form DEFA14A, Addi'l Definitive Proxy Materials -

http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=7564644

[eastunder]

This one is interesting:

PE Silver Lake Partners to buy Smart Modular for $645 million

By Swati Chitnis

Tue Apr 26, 2011 1:26pm EDT

(Reuters) - Smart Modular Technologies Inc (SMOD.O) agreed to be taken private by buyout firm Silver Lake Partners SILAK.UL in a cash deal that values the memory chipmaker at about $645 million.

"They were acquired due to their leadership for memory modules in Brazil, which remains a relatively hot market for PCs," Avian Securities analyst Win Cramer told Reuters.

Global technology companies are picking up acquisition targets in Brazil to take advantage of explosive growth in family income and jobs as well as growing interest in online commerce and mobility solutions.

Last September, Silver Lake, a technology-focused private equity firm with investments in Internet video and telephone service Skype and online gaming group Zynga, among others, bought a minority stake in Brazilian Web hosting company Locaweb.

Smart Modular, which gets most of its revenue from Brazil and the United States, said in December that it expects its enterprise solid state storage (SSD) and Brazil flash business initiatives to drive the business.

The deal will give Smart Modular the freedom to aggressively invest in its emerging enterprise SSD business, Wedbush Securities analyst Betsy Van Hees said.

The market for SSDs, which are faster and more rugged than hard drives, is growing as data center managers look for ways to retrieve information faster, especially for applications like video streaming.

The company's SSD platform has been gaining traction at tier one OEMs, with design wins at IBM (IBM.N) and another yet-to-be-named customer, analyst Cramer said.

Silver Lake, which has about $14 billion in assets under management, and its unit Silver Lake Sumeru will pay $9.25 for each Smart Modular share, a premium of 13 percent to the chipmaker's Monday close.

The private equity firm declined to provide more details on the deal.

In October, Reuters reported had quoting sources that Silver Lake was one of the parties involved in the discussions with hard drive maker Seagate Technology (STX.O) for a buyout.

Smart Modular said a special committee of the board will evaluate alternative proposals through June 9.

Barclays Capital is serving as financial adviser for the deal, which is expected to close in the third quarter.

The deal has debt financing commitments from J.P. Morgan and UBS Investment Bank and some of their affiliates, the company said.

Newark, California-based Smart Modular's shares, which have gained about a fourth in the last three months, were trading up $1.04 at $9.23 on Tuesday on Nasdaq. They touched a high of $9.26 earlier in the day.

More than 17 million shares changed hands by 1300 ET, about 17 times their average daily volume.

(Reporting by Swati Chitnis; Editing by Ian Geoghegan and Unnikrishnan Nair)

[ScovilleUnits]

Interesting, looks like the highest rating was ….13-Oct-10 Reiterated Stifel Nicolaus Buy $12 ? $13

At least as for a quick look off …. http://finviz.com/quote.ashx?t=smod

[eastunder]

They also have to have a proxy even though they probably have all the votes they need anyway.

[ScovilleUnits]

Sounds reasonable timeline being shortly after June 9th , initial window that the Special Committee has been granted permission to seek better alternatives?

[Bart Myers]

Wedbush is out with its report today on SMART Modular Technologies (NASDAQ: SMOD), downgrading shares of SMOD from Outperform to Neutral.

In a note to clients, Wedbush writes, "We downgrade SMART Modular to a NEUTRAL rating from OUTPERFORM and we reduce our PT to $9.25 from $11 following the company's announcement yesterday that it has entered into a definitive agreement to be acquired by Silver Lake Partners and Silver Lake Sumeru for $9.25 in cash per share. While SMART has a 45-day go-shop period, we believe it is unlikely that it will receive a competing bid and even though the $9.25 offer is below our $11 PT, we believe the price is fair as (1) at this level, the recovery of the DRAM market appears largely priced in, (2) meaningful increases in DRAM prices are unlikely as the 9.0 earthquake in Japan doesn't appear to have constrained the supply chain, (3) design-win momentum and ramp of enterprise SSD business is uncertain, and (4) increasing challenges in SSD competitive landscape require significant R&D investments."


Source: http://www.benzinga.com/analyst-ratings/analyst-color/11/04/1036128/update-wedbush-downgrades-smart-modular-technologies-to-#ixzz1KjetVRYl

[eastunder]

SMOD: Intraday

Privatization expected @ 9.25

Alternative proposals will be accepted through June 9, 2011.

[eastunder]

The more the merrier? Here's an Interesting thought...

The $9.25 places a guaranteed bottom on the stock - seems there is no safer bet out there?

If one buys at 9.25 - worse case scenario is there money is returned to them minus a trading fee if the deal goes thru at that amount. No big deal.

Best case scenario is the offer goes UP, under the pressure accumulating via lawyers.... and risk free money is made.

At $9.25 there is no risk for losing money only a possibility for gaining.

Seems pretty simple to me? I might add shares just for the hell of it. I would like to see if I could get those under 9.25 just for the game of it?

But this one is pretty straight forward. It's gonna be an even money or it's gonna be a gain. Loss isn't involved.

Opinion?

[ScovilleUnits]

Found following paragraph, top page3 of 8-K, interesting….

"The definitive merger agreement permits the Special Committee to solicit, receive, evaluate and enter into negotiations with respect to alternative proposals through June 9, 2011. The Special Committee, with the assistance of its independent advisors, will actively solicit alternative proposals during this period. There can be no assurance that this process will result in a superior offer. The Special Committee does not intend to disclose developments with respect to the solicitation process unless and until the Special Committee and the Board make a determination requiring further disclosure."


http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=7559499


(You sure can dig up some interesting stocks ;o)

[ScovilleUnits]

Yet there’s a #6…Brower Piven Announces an Investigation of the Acquisition of SMART Modular Technologies, Inc. by Silver Lake Partners and Silver Lake Sumeru

Tuesday , April 26, 2011 13:25ET

STEVENSON, Md.--(BUSINESS WIRE)-- The law firm of Brower Piven, A Professional Corporation, has commenced an investigation into possible breaches of fiduciary duty to current shareholders of SMART Modular Technologies, Inc. ("SMART") (NASDAQ: SMOD) and other violations of state law by the board of directors of SMART relating to the proposed acquisition of the company by Silver Lake Partners and Silver Lake Sumeru ("Silver Lake"). The firm's investigation seeks to determine, among other things, whether SMART and its board breached their fiduciary duties by failing to maximize shareholder value.

On April 26, 2011, SMART announced that it had entered into a definitive agreement for SMART to be acquired by Silver Lake. Under the terms of the agreement, stockholders of SMART will receive $9.25 per share in cash. The going-private transaction is valued at approximately $654 million. The $9.25 per share cash consideration represents a 23% premium over the average closing price for the previous 30 trading days. However, SMART recently announced positive financial results for the second quarter 2011. As recently noted by Iain MacKenzie, President and CEO of SMART, there is growing momentum in the company's enterprise solid state storage business, and SMART was able to achieve non-GAAP diluted earnings per share of $0.08 due in large part to the resilience of SMART's business model. The transaction is expected to close in the third quarter of 2011.

If you currently own shares of SMART and would like to learn more about the investigation being conducted by Brower Piven, you may email or call Brower Piven, who will, without obligation or cost to you, attempt to answer your questions. You may contact Brower Piven by email at [e-mail], by calling 410/415-6616, or at Brower Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153. Attorneys at Brower Piven have combined experience litigating securities and other class action cases of over 60 years.

[eastunder]

Nothing gets a bidding war started better than a low ball number!

[eastunder]

SMART Modular Technologies Popped: What You Need to Know
By Anders Bylund April 26, 2011

http://www.fool.com/investing/general/2011/04/26/smart-modular-technologies-popped-what-you-need-to.aspx

Although we don't believe in timing the market or panicking over market movements, we do like to keep an eye on big changes -- just in case they're material to our investing thesis.

What: Shares of flash-based storage specialist SMART Modular Technologies (Nasdaq: SMOD ) were performing at peak capacity today, jumping as much as 14.3% on about 30 times its average trading volume. Yeah, you read that right.

So what: The private-equity titans of Silver Lake Partners is taking SMART off the market in a $645 million deal. That leaves about 10% of wiggle room between today's prices and Silver Lake's bid.

Now what: You know, I was expecting a bid for SMART Modular -- but it should have come from hard drive maker Western Digital (NYSE: WDC ) rather than an opportunistic private-equity firm. Then again, SMART says it will entertain competing offers through June 9, so perhaps a bidding war is a-brewing here. Western Digital could use SMART's technology to future-proof its traditionalist product portfolio, much like how Seagate (Nasdaq: STX ) is doing in a cross-licensing deal with Samsung.

[eastunder]

Okay - I normally only go to five ambulance chasers because I get bored with the quantity. One certainly gets the point, eh?

The lawyers are out in full force, advertising their abilities and hoping everyone jumps on their bandwagon.

A Typical reaction, and often a fairly productive scenario follows.

My guess...MY VERY HUMBLE GUESS...someone is going to see a different price by the time this is all over.

And that price WILL be higher.

[eastunder]

#5 Holzer Holzer & Fistel, LLC Announces Investigation into the Proposed Buyout of SMART Modular Technologies, Inc.

Press Release Source: Holzer Holzer & Fistel, LLC On Tuesday April 26, 2011, 1:10 pm

ATLANTA--(BUSINESS WIRE)-- Holzer Holzer & Fistel, LLC is investigating whether the directors of SMART Modular Technologies, Inc. (“SMART Modular”) (NASDAQ:SMOD - News) complied with their fiduciary duties in approving the proposed acquisition of the company by Silver Lake Partners. According to SMART Modular’s announcement, if the deal closes SMOD shareholders will receive $9.25 for each share of SMOD owned. The investigation seeks to determine, among other things, whether the consideration to be paid to SMART Modular shareholders is fair and adequate.

[eastunder]

#4 Law Office of Jonathan M. Stein, P.L., Investigates Possible Breach of Fiduciary Duty by the Board of SMART Modular Technologies (WWH), Inc.

Press Release Source: The Law Office of Jonathan M. Stein, P.L. On Tuesday April 26, 2011, 12:47 pm EDT

BOCA RATON, Fla.--(BUSINESS WIRE)-- The Law Office of Jonathan M. Stein, P.L. is investigating the Board of Directors of SMART Modular Technologies (WWH), Inc. ("SMART" or the "Company") (Nasdaq:SMOD - News) for possible breaches of fiduciary duty and other violations of state law in connection with their attempt to complete a sale of the Company to Silver Lake Partners and Silver Lake Sumeru. Under the terms of the proposed transaction, SMART shareholders are to receive $9.25 in cash for each share they own, for a total transaction value of about $645 million.



The investigation involves whether the Board of Directors of SMART breached their fiduciary duties to SMART stockholders by failing to adequately shop the Company before agreeing to enter into the transaction and whether SMART has disclosed all material information to shareholders about the proposed transaction. Of particular interest, SMART shares have increased over 42% just this year, from $5.76 on December 31, 2010 to $8.18 on April 25, 2011, and according to Yahoo Finance, at least one analyst has set a price target of $11.00 per share for SMART stock. Further, Ajay Shah, a Director and the Chairman of the Board of SMART, is also the founder and Managing Director of the Silver Lake Sumeru Fund.

[eastunder]

#3 Rigrodsky & Long, P.A. Investigates SMART Modular Technologies (WWH), Inc. (Nasdaq: SMOD) Going Private Transaction

Press Release Source: Rigrodsky & Long, P.A. On Tuesday April 26, 2011, 11:40 am

WILMINGTON, Del.--(BUSINESS WIRE)-- Rigrodsky & Long, P.A. announces that it is investigating potential claims against the board of directors of SMART Modular Technologies (WWH), Inc. (“SMART” or the “Company”) (Nasdaq: SMOD) concerning possible breaches of fiduciary duty and other violations of law related to the Company’s entry into an agreement to be acquired and taken private by Silver Lake Partners and Silver Lake Sumeru in a transaction valued at approximately $645 million.

Under the terms of the merger agreement, SMART’s shareholders will receive $9.25 in cash for each share of SMART common stock they own.


The investigation concerns whether SMART’s board of directors failed to adequately shop the Company and obtain the best price possible for SMART’s shareholders before entering into the agreement with Silver Lake Partners and Silver Lake Sumeru. Indeed, according to Yahoo! Finance, at least one analyst has set a price target of $11.00 per share for SMART stock.

[eastunder]

#2 Wohl & Fruchter Investigates Conflicts of Interest in Acquisition of SMART Modular Technologies (WWH), Inc.

Press Release Source: Wohl & Fruchter LLP On Tuesday April 26, 2011, 11:22 am

NEW YORK--(BUSINESS WIRE)-- The law firm of Wohl & Fruchter LLP has commenced an investigation into the acquisition of SMART Modular Technologies (WWH), Inc. (SMART) by Silver Lake Partners and Silver Lake Sumeru.

Under the terms of the merger agreement entered into by SMART, investors will receive $9.25 in cash per share – a premium of only 13% to the previous day’s market close and 15% to the average market close over the prior ten days.

Ajay Shah, the Chairman of SMART’s board of directors and its co-founder and former CEO, is the managing director of Silver Lake Sumeru. The Firm’s investigation concerns whether Mr. Shah’s affiliation with Silver Lake Sumeru affected SMART’s decision to enter into the merger agreement, and whether SMART’s actions were in the best interests of its public shareholders.

[eastunder]

Kendall Law Group Investigates SMART Modular Technologies (WWH), Inc. Acquisition for Shareholders

(And here comes the first of what will be many...)

Press Release Source: Kendall Law Group On Tuesday April 26, 2011, 9:49 am

DALLAS--(BUSINESS WIRE)-- Kendall Law Group, led by former federal judge Joe Kendall, is investigating SMART Modular Technologies (WWH), Inc. (NASDAQ:SMOD - News) for shareholders in connection with the proposed acquisition by Silver Lake Partners and Silver Lake Sumeru. The national securities firm’s investigation seeks to determine whether SMART and its Board breached their fiduciary duties by entering into the agreement without properly shopping for a deal that would provide better value for shareholders. If you are a SMART shareholder and would like additional information about your rights, contact the Kendall Law Group at 877-744-3728 or by email at [e-mail].



On April 26, 2011, the companies announced the definitive merger agreement under which SMART would be acquired by Silver Lake Partners and Silver Lake Sumeru, in a transaction valued at approximately $645 million. Under the terms of the agreement, SMART stockholders will receive $9.25 in cash for each share of SMART/SMOD common stock held. The offer price represents a 13% premium over SMART’s Monday closing price. In addition, according to Thompson/First Call, analysts have set a price target as high as $11.00 per share for SMART stock. The firm’s investigation seeks to determine whether SMART and its Board undertook a fair process in negotiating the deal.



Kendall Law Group was founded by a former federal judge, includes a former United States Attorney, prosecutors and securities lawyers who are experienced in complex securities litigation. The firm has been counsel in numerous merger and acquisition cases nationwide, including some of the largest transactions in the United States.

[eastunder]

SMART Modular Technologies Announces Agreement To Be Acquired By
Silver Lake Partners and Silver Lake Sumeru

NEWARK, CA, April 26, 2011 — SMART Modular Technologies (WWH), Inc. (“SMART” or the “Company”) (Nasdaq: SMOD), a leading independent manufacturer of memory modules and solid state storage products, today announced that it has entered into a definitive agreement to be acquired by Silver Lake Partners and Silver Lake Sumeru for $9.25 per share in cash. The transaction is valued at approximately $645 million. The offer price represents a 23% premium over the average closing price for the previous 30 trading days and a 46% premium over the average closing price for the previous 52-week period.

“After thoroughly evaluating a full range of strategic alternatives, the Special Committee of the SMART Board concluded that this transaction is fair to and in the best interests of the Company’s shareholders,” said Kimberly Alexy, Chair of the Special Committee. “The Special Committee unanimously recommended this transaction to the SMART Board, which approved the transaction based on the Special Committee’s recommendation.”

“As a private company, we believe we will have greater flexibility to deliver to our customers the benefits of our long term strategies, while managing the volatility of the DRAM cycles that have and will continue to be part of our business model,” said Iain MacKenzie, President and CEO of Smart Modular. “As a partner with strong technology expertise, Silver Lake will be committed to supporting our ability to grow our business around the world and provide long-term opportunities for our employees, customers and broader industry.”

“SMART has a significant history of success. We are very pleased to have an opportunity to work with SMART’s management team to develop this business going forward in existing and new directions,” said Ken Hao, a Managing Director of Silver Lake Partners. “We expect to maintain continuity in SMART’s business approach and strategies, customer service and support and employee base. Silver Lake, the global leader in private investments in technology and technology-enabled industries, has a strong track record of assisting management teams to develop their business plans to their fullest potential.”

Under the terms of the agreement, SMART’s shareholders will receive $9.25 in cash for each share of SMART common stock they own. 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 SMART and provided a fairness opinion in connection with the transaction to the Special Committee of the SMART Board. Kaye Scholer LLP serves as legal adviser to the Special Committee and 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.

The definitive merger agreement permits the Special Committee to solicit, receive, evaluate and enter into negotiations with respect to alternative proposals through June 9, 2011. The Special Committee, with the assistance of its independent advisors, will actively solicit alternative proposals during this period. There can be no assurance that this process will result in a superior offer. The Special Committee does not intend to disclose developments with respect to the solicitation process unless and until the Special Committee and the Board make a determination requiring further disclosure.

LET THE GAMES BEGIN?

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Deal for $9.25 per share in cash

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Smart Modular to be taken private for $645 mln

Tue Apr 26, 2011 8:54am EDT

* Deal for $9.25 per share in cash

* Deal expected to close in Q3 (Follows alerts)

April 26 (Reuters) - Chipmaker Smart Modular Technologies WWH Inc said it agreed to be taken private by buyout firm Silver Lake Partners and its Silver Lake Sumeru unit in a cash deal that it said valued it at about $645 million.

Silver Lake will pay $9.25 for each Smart Modular share, a premium of 13 percent over the chipmaker's Monday close.

Barclays Capital is serving as financial adviser for the deal, which is expected to close in the third quarter.

Newark, California-based Smart Modular's shares closed at $8.175 on Monday on Nasdaq. (Reporting by Swati Chitnis; Editing by Ian Geoghegan)

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In Response to SMART Modular Technologies' Request for Reexamination, Patent Office Rejects 50 Claims of Netlist's '912 Patent

Smart Modular (NASDAQ:SMOD)
Intraday Stock Chart
Today : Tuesday 19 April 2011

SMART Modular Technologies (WWH), Inc. ("SMART" or the "Company") (NASDAQ: SMOD), a leading independent manufacturer of memory modules and solid state storage products, today announced that the United States Patent & Trademark Office ("PTO") has rejected 50 of 51 claims in Netlist's U.S. Patent No. 7,619,912 in a first office action in SMART's reexamination of the '912 patent. Netlist's '912 patent relates to "rank multiplication" technology associated with high density registered DIMMs that support the high growth server market.

The PTO rejected Netlist's '912 patent claims on multiple grounds including that SMART's Patent Application No. 2006/0117152 invalidates claims. SMART believes that its '152 application shows that SMART engineers invented "rank multiplication" technology in 2003. As SMART's '152 application was filed before the Netlist's '912 Patent, SMART believes that Netlist is not entitled to the '912 patent.

As indicated previously, Google, Inc. and Inphi Corporation have both been sued by Netlist for potentially infringing the '912 patent, which Netlist refers to as enabling HyperCloud Memory. Google is using the SMART '152 patent application in its defense.

Iain MacKenzie, President and CEO of SMART, commented that "We are very pleased that the USPTO has adopted our arguments and has initially rejected nearly all of Netlist's '912 patent claims. We remain committed to our strategy of developing and protecting leading edge technology that can be commercialized in significant applications."

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SMOD finviz charts:

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SMART Modular Technologies Releases XceedIOPS2(TM) SSD: Fastest SATA Drive Equipped With Enterprise-Grade Flash

SMART's Second-Generation of Enterprise SSDs Combines High Performance and High Reliability in a Single Design

http://finance.yahoo.com/news/SMART-Modular-Technologies-iw-3233260022.html?x=0&.v=1

Press Release Source: SMART Modular Technologies On Monday April 4, 2011, 9:00 am EDT

NEWARK, CA--(Marketwire - 04/04/11) - SMART Modular Technologies (WWH), Inc. ("SMART" or the "Company") (NASDAQ:SMOD - News), a leading independent manufacturer of solid state storage products and memory modules, today announced the release of its second generation of XceedIOPS™ serial ATA (SATA) solid state drives (SSDs). Leveraging state-of-the-art functions and proprietary technologies, the XceedIOPS2 SATA SSD is available in 1.8" and 2.5" form factors for enterprise storage and server systems.

"Data center applications, cloud computing, and servers are increasingly looking toward SSDs based on multi-level cell (MLC) flash to satisfy the demands of enterprise economically," said Jeff Janukowicz, Research Manager for Solid State Storage Technologies at IDC. "Enterprise SSDs using MLC NAND flash with advanced performance and state-of-the-art controller technologies, such as SMART's new XceedIOPS2 SATA SSD, are necessary to make possible 170% 2009 to 2014 CAGR revenue growth for MLC based enterprise SSDs."

Equipped with the latest SandForce® SF-2000 series SSD processor and a 6Gb/s SATA interface, the XceedIOPS2 enterprise-class SSD is optimized for use in high-volume virtualized storage applications. Available in densities from 50 to 400 GB, the new XceedIOPS2 SATA SSD delivers high random performance of 60K IOPS and sequential performance of 520MB/s. The available 1.8" form factor addresses applications with restricted real estate, such as blade servers and other high-density computing systems.

"SandForce is working closely with SMART to accelerate adoption of SSD solutions in enterprise storage applications by using more cost-effective flash technology while still maintaining the high reliability required for this market," said Thad Omura, Vice President Marketing of SandForce. "Products like the XceedIOPS2 SATA SSD are a perfect match for the extreme demands of enterprise storage and server systems."

Designed to deliver superior reliability, the XceedIOPS2 SATA SSDs are manufactured using the latest enterprise-grade multi-level cell (E-MLC) NAND flash technology, which offers specified endurance of 30,000 program/erase (P/E) cycles. In addition, the new SSDs support AES-256 encryption and are Trusted Computing Group (TCG) enterprise compliant. To ensure consistent, reliable performance and data protection, the XceedIOPS2 SATA SSDs are equipped with extensive error-correction and detection, multi-level data-path and code protection, data-fail recovery, thermal management, advanced management features, and SMART's proprietary PowerGuard™ technology. This unique combination of features results in the industry's highest reliability in the field, which is backed by a five-year warranty.

"The XceedIOPS2 SATA SSD from SMART leverages industry-leading technologies proven to meet the requirements of Tier-1 enterprise applications," said John Scaramuzzo, Senior Vice President and General Manager of SMART's Storage Business Unit. "This second generation product incorporates advances in both established and proprietary technologies, resulting in a highly reliable design that delivers best-of-breed SSD cost and performance for the enterprise."

Optimized to deliver industry-leading reliability at a cost-effective price point, the XceedIOPS2 SATA SSDs are available now in engineering samples for select customers. A version using commercial MLC flash is available for entry-level server environments. SMART is demonstrating its new XceedIOPS2 2.5" SATA SSD at Storage Networking World (Santa Clara, CA), booth #417, from April 4-7 2011. For additional information on SMART's XceedIOPS2 SSDs and other memory storage products, visit www.smartm.com.

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SMART Modular Technologies Enterprise SSD Delivers Flexible Storage, Power Savings for IBM(R) eX5 Servers

IBM's Unique eXFlash Storage Technology Uses SMART SSDs and Can Lower Storage Costs by 97%



SMART Modular Technologies Enterprise SSD Delivers Flexible Storage, Power Savings for IBM(R) eX5 Servers

Press Release Source: SMART Modular Technologies On Tuesday April 5, 2011, 9:00 am EDT
NEWARK, CA--(Marketwire - 04/05/11) - SMART Modular Technologies (WWH), Inc. ("SMART" or the "Company") (NASDAQ:SMOD - News), a leading independent manufacturer of solid-state storage products and memory modules, today announced that IBM is using the SMART XceedIOPS 1.8" SATA SSD in its eX5 server family.

IBM's unique eXFlash feature, a next-generation, enterprise-grade flash storage technology, replaces hundreds of disk drives and thousands of cables and wires, and can provide more than a 20x improvement in transaction performance over traditional disk drives. Current eX5 servers include the SMART XceedIOPS SATA 1.8" 50GB SSD for system boot functions and the XceedIOPS SATA 1.8" 200GB SSD for storage. Each eX5 server can support up to twenty-four XceedIOPS SATA 1.8" SSDs, resulting in significant power and footprint savings as compared to the use of an array of hard disks. SMART is demonstrating its XceedIOPS SATA 1.8" SSD in an IBM eX5 server equipped with the eXFlash feature at the Storage Networking World (SNW) conference this week.

Manufactured using enterprise-grade multi-level cell (E-MLC) NAND flash technology, SMART's XceedIOPS SATA SSD provides high endurance, ensuring a minimum five-year lifetime. The XceedIOPS SATA SSD also features PowerGuard™ technology, SMART's proprietary technology for back-up power protection and high reliability in the event of power failure, providing improved performance as compared to the super-capacitor designs used by traditional SSDs.

"IBM's new SATA SSDs deliver high levels of reliability and performance as well as a small footprint to IBM's eXFlash storage system," said Alex Yost, Vice President of System x and BladeCenter Servers, IBM. "This enhances the innovation and client value of our eX5 servers."

The SMART XceedIOPS 1.8" SATA SSD is available with capacity ranging from 50 to 400GB, supporting a wide range of computing needs. Maximizing the bandwidth limits of the SATA 3Gb interface, the XceedIOPS SATA 1.8" SSDs deliver up to 250MB/s sequential read/write speeds and up to 30,000 random input/output operations per second (IOPS). Designed with industry-leading error-correction technologies, these SSDs provide an optimal solution for applications that require high endurance, data integrity, and high capacity at low cost.

"We are very pleased that the XceedIOPS SSD was selected for this Tier-1 enterprise application and that it is part of this impressive, forward-looking design by IBM," said John Scaramuzzo, SMART's Senior Vice President and General Manager, Storage Business Unit. "The IBM eX5 enterprise server line is an ideal application for our XceedIOPS SSD, which delivers high-performance enterprise-grade storage. Each eXFlash replaces 80 JBODs, each of which includes multiple disks and other components that all require cabling. This new implementation can result in lowering storage costs by 97%."

SMART's XceedIOPS 1.8" SATA SSD is in mass production and is available in volume quantities. It is also shipping in volume in the IBM eX5 servers. For more information on the SMART XceedIOPS product line, visit http://www.smartm.com.

This week at SNW, SMART is demonstrating XceedIOPS 1.8" SATA SSD performance inside an IBM eX5 server equipped with the eXFlash feature. SNW is being held April 4-7 at the Santa Clara Convention Center, Santa Clara, CA. SMART will be exhibiting in booth # 417 on the show floor.

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SMART Modular Technologies' XceedIOPS SSDs and Xiotech's Hybrid ISE Team to Deliver an Innovative Storage Solution to the Enterprise

SMART's Enterprise-Grade SSDs Are Part of Xiotech's New Hybrid HDD/SSD Array

http://finance.yahoo.com/news/SMART-Modular-Technologies-iw-1370380078.html?x=0&.v=1

Press Release Source: SMART Modular Technologies On Tuesday March 29, 2011, 9:00 am EDT



NEWARK, CA--(Marketwire - 03/29/11) - SMART Modular Technologies (WWH), Inc. ("SMART" or the "Company") (NASDAQ:SMOD - News), a leading independent manufacturer of solid-state storage products and memory modules, today announced that Xiotech® Corporation is using SMART's enterprise-grade XceedIOPS serial-attached SCSI (SAS) solid state drives (SSDs) as part of its innovative Hybrid Intelligent Storage Element (ISE) line which combines traditional hard disk drives (HDDs) and SSDs.

The Xiotech hybrid ISE delivers 14.4TB of dynamic hybrid storage that combines 2.5" 10K 900GB hard drives, SMART XceedIOPS SAS 2.5" 200GB SSDs, and on-board intelligence to maximize memory management in high-volume virtualized storage applications such as high-performance computing and cloud computing.

"We knew that the Hybrid ISE low-cost, leading-performance storage solution represented a major leap forward for the industry by taking the promise represented by SSDs and delivering it to customers in a way that didn't set back the efficiencies and reliability they had gained in their networked storage environments," said Alan Atkinson, CEO of Xiotech. "To accomplish this, we partnered with SMART, who not only shared our vision and view of true innovation, but also provided an industry-leading SSD solution. We have raised the bar on enterprise storage, as is evident by the overwhelming traction we've already gained in major enterprise accounts this year. I'm excited by what the future holds for our customers and the storage market at large."

By leveraging the performance and reliability benefits of SMART's XceedIOPS SAS SSDs, Xiotech's Hybrid ISE avoids the traditional challenges of balancing hybrid storage performance, capacity, and cost while ensuring availability. SMART's XceedIOPS SSDs are the industry's first SAS SSDs equipped with enterprise grade multi-level cell (E-MLC) NAND flash technology. They deliver a minimum endurance of 30,000 program/erase (P/E) cycles, satisfying the reliability expectations of this application segment. To ensure consistent performance and reliability, SMART's XceedIOPS SAS SSDs are equipped with extensive error-correction and detection capabilities, multi-level data-path and code protection, data-fail recovery, and a highly reliable discrete capacitor array for back-up power protection.

"Bringing solid state storage to the enterprise requires a unique combination of leading-edge technology and customer support," said John Scaramuzzo, SMART's Senior Vice President and General Manager, Storage Business Unit. "We are enthusiastic about supplying our products through innovative partners like Xiotech, who are developing storage solutions that are ahead of the curve and designed to extract the full set of capabilities from our XceedIOPS SSDs. We look forward to sustaining and expanding our relationship with Xiotech as they continue to redefine the value/performance paradigm for enterprise storage."

Optimized to deliver enterprise-class storage solutions at a cost-effective price point, the XceedIOPS SAS SSDs are currently shipping in volume quantities. SMART's XceedIOPS SSD product line will be on display at Storage Networking World (Santa Clara, CA), booth #417, from April 4-7, 2011. Visit www.smartm.com for more information.

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SMOD: Chart Combo

4-3-11

7.72

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SMOD

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Needham & Company Reiterates a 'Buy' on SMART Modular Technologies (SMOD); Momentum Building Driven By Continued Strength In Brazil, Stability In DRAM Pricing

8:13 am ET 03/25/2011-

Needham & Company reiterates a 'Buy' on SMART Modular Technologies (NASDAQ: SMOD), PT $8.50.

Needham analyst says, "SMOD delivered a solid F2Q, posting numbers that were ahead of our estimates and consensus.

As expected, the sharp declines in DRAM pricing reached a trough as pressures dissipated in the quarter. While the crisis in Japan is creating upward pressure on spot prices for DRAM, a more balanced supply/demand environment was already expected for F3Q going forward. Given the tendency for the stock to move ahead of definitive evidence that the trough has arrived, we encourage investors to build positions now based on these positive indications."

(Okay Dokay)

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SMOD

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SMART Modular Technologies (WWH)'s CEO Discusses Q2 2011 Results - Earnings Call Transcript

http://seekingalpha.com/article/260095-smart-modular-technologies-wwh-s-ceo-discusses-q2-2011-results-earnings-call-transcript?source=yahoo

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SMART Modular Technologies Reports Second Quarter Fiscal 2011 Results

Thursday , March 24, 2011 16:01ET



NEWARK, CA -- (Marketwire) -- 03/24/11 -- SMART Modular Technologies (WWH), Inc. ("SMART" or the "Company") (NASDAQ: SMOD), a leading independent manufacturer of memory modules and solid state storage products, today reported financial results for the second quarter of fiscal 2011 ended February 25, 2011.


Second Quarter Fiscal 2011 Highlights:
-- Net sales of $170.5 million
-- Gross profit of $28.5 million
-- GAAP diluted EPS of $0.00
-- Non-GAAP diluted EPS of $0.08
-- Adjusted EBITDA of $13.6 million


Net sales for the second quarter of fiscal 2011 were $170.5 million, compared to $216.4 million for the first quarter of fiscal 2011, and $160.1 million for the second quarter of fiscal 2010.

Gross profit for the second quarter of fiscal 2011 was $28.5 million, compared to $44.0 million for the first quarter of fiscal 2011, and $42.0 million for the second quarter of fiscal 2010.

On a GAAP basis, net income for the second quarter of fiscal 2011 was $0.2 million or $0.00 per diluted share, compared to $8.0 million or $0.12 per diluted share for the first quarter of fiscal 2011, and $16.1 million, or $0.25 per diluted share for the second quarter of fiscal 2010. The second quarter of fiscal 2011 net income of $0.2 million includes restructuring charges of $2.8 million related to the closure of the Company's Puerto Rico facility.

On a non-GAAP basis, net income was $5.2 million or $0.08 per diluted share for the second quarter of fiscal 2011, compared to $17.6 million or $0.27 per diluted share for the first quarter of fiscal 2011, and net income of $14.9 million or $0.23 per diluted share for the second quarter of fiscal 2010.

Adjusted EBITDA for the second quarter of fiscal 2011 was $13.6 million, compared to $29.6 million for the first quarter of fiscal 2011, and $28.4 million for the second quarter of fiscal 2010.

Please refer to the Non-GAAP Information section and the "Reconciliation of Non-GAAP Financial Measures" table below for further detail on non-GAAP net income and Adjusted EBITDA.

"We are delighted with the growing momentum in our enterprise solid state storage business," commented Iain MacKenzie, President and CEO of SMART. "We continue to have success at broadening our engagements with enterprise customers and believe that we are positioned for meaningful increases in this business during the second half of this fiscal year."

"In the second fiscal quarter our gross profit was negatively impacted by the weaker than anticipated DRAM pricing environment, which primarily affected our business in Brazil," Mr. MacKenzie continued. "Despite this impact, we were able to achieve non-GAAP diluted earnings per share of $0.08, due in large part to the resilience of our business model, prudent cost controls and our continued focus on operational excellence. Pricing in the DRAM market appears to have stabilized, and we believe that our second fiscal quarter marked the trough with respect to earnings."

Business Outlook

The following statements are based upon management's current expectations. These statements are forward-looking, and actual results may differ materially. The Company undertakes no obligation to update these statements.

For the third quarter of fiscal 2011, SMART expects net sales will be in the range of $160 to $180 million and gross profit will be in the range of $29 to $33 million. Net income per diluted share is expected to be in the range of $0.04 to $0.07 on a GAAP basis. On a non-GAAP basis, SMART expects net income per diluted share will be in the range of $0.09 to $0.12. The guidance for the third quarter of fiscal 2011 includes an income tax provision expected to be in the range of $2.8 to $3.1 million. Please refer to the Non-GAAP Information section and the "Reconciliation of Q3-11 Guidance for Non-GAAP Financial Measures" table below for further detail.

Table and continued at:

http://www.knobias.com/story.htm?eid=3.1.f8519ffce4dec45d7db9c0fb36b1a34522a9da1ac6b0ab5adab7e5fdfe07873c

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SMOD: Q2 EPS 8c vs 23c EPS -65% Y/Y; Guidance Comments

Thursday , March 24, 2011 16:12ET

QUARTER RESULTS
Smart Modular Technologies, Incorporated (SMOD) reported Q2 results ended February 2011. Q2 Revenues were $170.50M; +6.49% vs yr-ago. Q2 EPS was 8c; -65.22% vs yr-ago.

Q2 RESULTS      Reported      Year-Ago     Y/Y Chg      Estimate    SURPRISE 
 ----------  ------------  ------------  ----------  ------------  ---------- 
 Revenues:       $170.50M      $160.11M      +6.49%           N/A         N/A 
 ----------  ------------  ------------  ----------  ------------  ---------- 
 EPS:                  8c           23c     -65.22%           N/A         N/A 
 ----------  ------------  ------------  ----------  ------------  ----------

GUIDANCE

Q3-11 Revenue Outlook [$160 - $180M]: SMOD expects Q3 2011 revenues of $160 to $180 million.
Q3-11 Earnings Outlook [9c - 12c]: SMOD expects Q3 2011 diluted EPS of $0.09 to $0.12.

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SMOD earnings after the close;