SMART Modular Technologies (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.