FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE 30TH OF JULY, 2006
MSYSTEMS LTD.
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(Translation of registrant's name in English)
7 ATIR YEDA ST.
KFAR SABA 44425, ISRAEL
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(Address of principal executive offices)
Indicate by check mark whether registrant files or will file annual reports
under cover Form 20-F or Form 40-F:
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with rule 12g3-2(b):
82-___________________.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MSYSTEMS LTD.
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(Registrant)
Date: July 30, 2006 By: /s/ Donna Gershowitz
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Donna Gershowitz
VP, General Counsel
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SANDISK CONTACTS MSYSTEMS CONTACTS
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INVESTORS:
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Lori Barker Padon Elana Holzman
lbarker@sandisk.com elana.holzman@m-systems.com
+1 408-801-1384 +972 9-764-5000
Jeff Corbin / Lee Roth
KCSA Worldwide
jcorbin@kcsa.com / lroth@kcsa.com
+1 212-896-1214
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MEDIA:
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Bob Goligoski David Coates
bgoligoski@SanDisk.com Brodeur
+1 408-801-1036 + 1 617-507-2800
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SANDISK TO ACQUIRE MSYSTEMS
MSYSTEMS TO BECOME WHOLLY OWNED SUBSIDIARY OF SANDISK
o CREATE COMPREHENSIVE STORAGE SOLUTIONS FOR HANDSETS
o ACCELERATE INNOVATION IN STORAGE FOR PORTABLE COMPUTING
o LEVERAGE SANDISK'S MANUFACTURING AND TECHNOLOGY IP
o COMPLEMENTARY OEM AND RETAIL CUSTOMERS
MILPITAS, CALIFORNIA and KFAR SABA, ISRAEL July 30, 2006 SanDisk(R) Corporation
(NASDAQ: SNDK) and msystems(TM) Ltd. (NASDAQ: FLSH) today entered into
definitive agreements for SanDisk to acquire msystems in an all stock
transaction. This combination joins together two flash memory pioneers with
complementary products, customers and channels. Together the combined company
will have the people, technology, manufacturing and IP to play a leading role in
creating new markets and accelerating the penetration of flash memory into
existing storage applications.
"SanDisk and msystems, over the past 18 years, have been leading innovators in
the flash storage market. This strategic acquisition will give us the critical
mass and complementary products, customers, channels, technology and
manufacturing base to take our shared vision to the next level. The NAND flash
data storage business is in its early stages and we believe the market
opportunity is largely untapped," said Eli Harari, Chairman and CEO of SanDisk.
"msystems is a leader in flash memory systems addressing mobile, portable and
embedded markets and they have a strong team, significant IP and important OEM
customers. SanDisk has a record of creating new market categories, world-class
manufacturing capabilities and leading market share in the retail channel. Both
companies are noted for their relentless innovation, and this acquisition is
intended to further accelerate our pace of innovation. In the near term, this
transaction better positions SanDisk to serve the expanding storage needs of
handset manufacturers and mobile network operators. In the long term, the
combination with msystems will be a catalyst in the development of next
generation flash enabled consumer applications. We are extremely excited about
joining forces with the msystems team to achieve our shared vision. We are
committed to serving msystems' OEM customers after the transaction closes."
"From mDOC to megaSIM(R), from U3(TM) to x4, msystems is creating new markets
through innovation," said Dov Moran, President and Chief Executive Officer of
msystems. "We are truly proud of our achievements to date. This strategic deal
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will enable us to continue supporting our OEM customers, to whom we remain fully
committed, and strengthen our innovation and product offering with SanDisk's
leading edge, low-cost fab capacity. This deal has synergy at its core,
encompassing people, technology, products and customers. Based on our shared
vision, as well as our teams' history of successful and fruitful cooperation, I
am confident we can succeed in achieving the goals we set for ourselves. I also
believe that SanDisk's extensive silicon expertise will prove itself as a strong
catalyst to productizing our revolutionary x4 technology as well as other future
innovations."
In the transaction, each msystems ordinary share will be converted into 0.76368
of a share of SanDisk common stock, representing a 26% premium over the average
closing price of msystems' shares for the last thirty trading days. The closing
of the transaction is subject to conditions, including, among others, Israeli
court approval, regulatory approval and msystems shareholder approval. The
transaction is expected to close in the fourth quarter of 2006.
In addition, msystems intends to release its second quarter 2006 financial
results on Monday, August 7, 2006 during pre-market hours.
CONFERENCE CALL
A conference call is scheduled for 5:00 a.m. PDT (or 3:00 p.m. in Israel),
Monday, July 31, 2006. The conference call will be webcast by CCBN and can be
accessed live at SanDisk's and msystems websites at www.sandisk.com/IR,
www.msystems.com and at www.streetevents.com for registered streetevents.com
users. To participate in the call via telephone, the dial-in number is +1 719
884 8877 and the pass code is 146322. SanDisk will file a copy of this press
release with the Securities and Exchange Commission on a current report on Form
8-K and will post it to its website. msystems will furnish a copy of this press
release with the Securities and Exchange Commission on Form 6-K and will also
post it to its website.
ABOUT MSYSTEMS
msystems has been transforming raw flash into smarter storage solutions since
1989. From embedded flash drives deployed in millions of mobile handsets to U3
USB smart drives designed for leading global brands, msystems creates, develops,
manufactures and markets smart personal storage solutions for a myriad of
applications targeting high growth markets.
ABOUT SANDISK
SanDisk, the world's largest supplier of flash memory data storage card
products, designs, manufactures and markets industry-standard, solid-state data,
digital imaging and audio storage products using its patented, high density
flash memory and controller technology. SanDisk is based in Milpitas, CA.
FORWARD-LOOKING STATEMENTS
Statements contained in this press release that are not historical facts,
including statements regarding the consummation of the transaction, and the
timing thereof, the expected benefits of the transaction, the future market for
the companies' products, future financial and operating results, plans,
objectives, expectations and intentions, including plans with respect to future
products and the continued support of msystems customers after the closing of
the transaction, are forward-looking statements as that item is defined in the
Private Securities Litigation Reform Act of 1995. Forward-looking statements are
inherently subject to risks and uncertainties that could cause actual results to
differ materially from these forward-looking statements. Many of these risks and
uncertainties cannot be predicted with accuracy and some might not even be
anticipated. Some of the factors that could significantly impact the
forward-looking statements in this press release include the ability to obtain
regulatory and other approvals of the transaction on the proposed terms and
schedule; the risk that the businesses will not be integrated successfully; the
risk that any synergies from the transaction may not be fully realized or may
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take longer to realize than expected; disruption from the transaction making it
more difficult to maintain relationships with customers, employees or suppliers,
the risk that msystems business may not perform as expected, risks relating to
msystems prior stock option grants, risks related to IP litigation involving
either party and other risks, some of which are discussed in the companies'
reports filed with the Securities and Exchange Commission under the caption Risk
Factors and elsewhere. Any forward-looking statement is qualified by reference
to these risks and factors. These risks and factors are not exclusive, and the
companies undertake no obligation to publicly update or revise any
forward-looking statements to reflect events or circumstances that may arise
after the date of this release except as required by law. Additional information
regarding these and other factors is contained in the companies' SEC filings,
including, without limitation, SanDisk's Form 10-K for its fiscal year ended
January 1, 2006, and its Form 10-Q for the fiscal quarter ended April 2, 2006,
msystems Form 20-F for the year ended December 31, 2005 and msystems forms 6-K.
The companies' filings are available from the Securities and Exchange Commission
or may be obtained on SanDisk's website at www.sandisk.com and msystems website
at www.msystems.com, as applicable.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
SanDisk may file a Registration Statement on Form S-4 containing a proxy
statement/prospectus and other documents concerning the proposed merger with the
SEC. msystems' security holders are urged to read any such proxy
statement/prospectus if and when it becomes available and other relevant
documents filed with the SEC because they will contain important information.
msystems' security holders may obtain a free copy of any such information
statement/prospects (if and when it is available) and other documents filed by
SanDisk with the SEC at the SEC's Web site at http://www.sec.gov. Any such
information statement/prospectus and these other documents may also be obtained
for free from SanDisk Investor Relations, 601 McCarthy Boulevard, Milpitas
California 95035 (+1 408-801-1000).
If a registration statement is not filed by SanDisk, msystems' security holders
are advised to read the proxy statement regarding the proposed merger, which
will be made available, because it will contain important information. msystems'
security holders will be able to obtain a free copy of the proxy statement (when
it is furnished to the SEC and becomes available) at the SEC's website at
http://www.sec.gov. Such proxy statement (when it becomes available) may also be
obtained by msystems' security holders for free from msystems' investor
relations, 7 Atir Yeda, Kfar Saba 44425 Israel (+972 9-764-5000). msystems' and
its directors and executive officers may be soliciting proxies from msystems'
security holders in connection with the proposed merger. A description of
certain interests that msystems' directors and executive officers may have in
the merger will be available in the proxy statement.
SanDisk(R) is a registered trademark of SanDisk Corporation registered in the
United States and other countries. msystems is a trademark of msystems Ltd.;
MegaSIM is a trademark of msystems Ltd. in the United States and other countries
and registered in Israel and Japan. U3 is a trademark of U3, LLP.
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