sc13e3za - sec.gov | home purposes of calculating the filing fee only, the transaction value was...

0000950123-11-068495.txt : 201107270000950123-11-068495.hdr.sgml : 2011072720110726183146ACCESSION NUMBER:0000950123-11-068495CONFORMED SUBMISSION TYPE:SC 13E3/APUBLIC DOCUMENT COUNT:22FILED AS OF DATE:20110727DATE AS OF CHANGE:20110726GROUP MEMBERS:AJAY SHAHGROUP MEMBERS:IAIN MACKENZIEGROUP MEMBERS:SALEEN ACQUISITION INC.GROUP MEMBERS:SALEEN HOLDINGS INC.GROUP MEMBERS:SILVER LAKE (OFFSHORE) AIV GP III LTDGROUP MEMBERS:SILVER LAKE GROUP LLCGROUP MEMBERS:SILVER LAKE PARTNERS III CAYMAN (AIV III) LPGROUP MEMBERS:SILVER LAKE PARTNERS III LPGROUP MEMBERS:SILVER LAKE SUMERU (OFFSHORE) AIV GP LTDGROUP MEMBERS:SILVER LAKE SUMERU FUND CAYMAN LPGROUP MEMBERS:SILVER LAKE SUMERU FUND LPGROUP MEMBERS:SILVER LAKE TECHNOLOGY ASSOCIATES III CAYMAN LPGROUP MEMBERS:SILVER LAKE TECHNOLOGY ASSOCIATES III LPGROUP MEMBERS:SILVER LAKE TECHNOLOGY ASSOCIATES SUMERU CAYMAN LPGROUP MEMBERS:SILVER LAKE TECHNOLOGY ASSOCIATES SUMERU LPGROUP MEMBERS:SLTA III (GP) LLCGROUP MEMBERS:SLTA SUMERU (GP) CAYMAN LPGROUP MEMBERS:SLTA SUMERU (GP) LLC

SUBJECT COMPANY:

COMPANY DATA:COMPANY CONFORMED NAME:SMART Modular Technologies (WWH), Inc.CENTRAL INDEX KEY:0001326973STANDARD INDUSTRIAL CLASSIFICATION:SEMICONDUCTORS & RELATED DEVICES [3674]IRS NUMBER:202509518STATE OF INCORPORATION:E9FISCAL YEAR END:0829

FILING VALUES:FORM TYPE:SC 13E3/ASEC ACT:1934 ActSEC FILE NUMBER:005-81651FILM NUMBER:11988390

BUSINESS ADDRESS:STREET 1:39870 EUREKA DRIVECITY:NEWARKSTATE:CAZIP:94560BUSINESS PHONE:510-623-1231

MAIL ADDRESS:STREET 1:39870 EUREKA DRIVECITY:NEWARKSTATE:CAZIP:94560

FILED BY:

COMPANY DATA:COMPANY CONFORMED NAME:SMART Modular Technologies (WWH), Inc.CENTRAL INDEX KEY:0001326973STANDARD INDUSTRIAL CLASSIFICATION:SEMICONDUCTORS & RELATED DEVICES [3674]IRS NUMBER:202509518STATE OF INCORPORATION:E9FISCAL YEAR END:0829

FILING VALUES:FORM TYPE:SC 13E3/A

BUSINESS ADDRESS:STREET 1:39870 EUREKA DRIVECITY:NEWARKSTATE:CAZIP:94560BUSINESS PHONE:510-623-1231

MAIL ADDRESS:STREET 1:39870 EUREKA DRIVECITY:NEWARKSTATE:CAZIP:94560

SC 13E3/A1f59645a4sc13e3za.htmSC 13E3/A

sc13e3za

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT No. 4
to

SCHEDULE 13E-3

(Rule13E-100)

RULE 13E-3 TRANSACTION STATEMENT
Under Section13(e) of the Securities Exchange Act of 1934

SMART MODULAR TECHNOLOGIES (WWH), INC.

(Name of Issuer)

SMART MODULAR TECHNOLOGIES (WWH), INC.
SALEEN HOLDINGS, INC.
SALEEN ACQUISITION, INC.
SILVER LAKE PARTNERS III, L.P.
SILVER LAKE TECHNOLOGY ASSOCIATES III, L.P
SLTA III (GP), L.L.C.
SILVER LAKE GROUP, L.L.C.
SILVER LAKE SUMERU FUND, L.P.
SILVER LAKE TECHNOLOGY ASSOCIATES SUMERU, L.P.
SLTA SUMERU (GP), L.L.C.
SILVER LAKE PARTNERS III CAYMAN (AIV III), L.P.
SILVER LAKE TECHNOLOGY ASSOCIATES III CAYMAN, L.P.
SILVER LAKE (OFFSHORE)AIV GP III, LTD.
SILVER LAKE SUMERU FUND CAYMAN, L.P.
SILVER LAKE TECHNOLOGY ASSOCIATES SUMERU CAYMAN, L.P.
SLTA SUMERU (GP)CAYMAN, L.P.
SILVER LAKE SUMERU (OFFSHORE)AIV GP, LTD.
IAIN MACKENZIE
AJAY SHAH
(Name of Persons Filing Statement)

Ordinary Shares, par value $0.0001667 per share
(Title of Class of Securities)

G82245-10-4
(CUSIP Number of Class of Securities)

SMART Modular Technologies (WWH), Inc.
c/o Bruce M. Goldberg
39870 Eureka Drive
Newark, California 94560
(510)623-1231

Iain MacKenzie
c/o SMART Modular Technologies (WWH), Inc.
39870 Eureka Drive
Newark, California 94560
(510)623-1231

Silver Lake Partners III, L.P.
Silver Lake Technology
Associates III, L.P.
Silver Lake Group, L.L.C.
Silver Lake Partners III Cayman
(AIV III), L.P.
Associates III Cayman, L.P.
Silver Lake (Offshore) AIV GP
III, LTD.
c/o Karen King
2775 Sand Hill Road, Suite 100
Menlo Park, California 94025
(650) 233-8120

Silver Lake Sumeru Fund, L.P.
Associates Sumeru, L.P.
SLTA Sumeru (GP), L.L.C.
Silver Lake Sumeru Fund
Cayman, L.P.
Associates Sumeru Cayman L.P.
SLTA Sumeru (GP) Cayman,
L.P.
Silver Lake Sumeru (Offshore)
AIV GP, LTD.
c/o Karen King
2775 Sand Hill Road, Suite 100
(650) 233-8120

Ajay Shah
c/o Silver Lake Sumeru
2775 Sand Hill Road, Suite100
(650)233-8120

(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)

With copies to:

Kaye Scholer LLP
Two Palo Alto Square, Suite400
3000 El Camino Real
Palo Alto, California 94306
Fax No.: (650)319-4918
Attention: Diane Holt Frankle

Davis Polk and Wardwell LLP
1600 El Camino Real
Fax No.: (650)752-3604
Attention: Alan F. Denenberg

Simpson Thacher & BartlettLLP
2550 Hanover Street
Palo Alto, California 94304
Fax No.: (650)251-5002
Attention: Peter S. Malloy

This statement is filed in connection with (check the appropriate box):

The filing of solicitation materials on an information statement subject toRegulation14A, Regulation14C or Rule13e-3(c) under the Securities Exchange Act of1934.

o The filing of a registration statement under the Securities Act of 1933.

o A tender offer.

o None of the above.

Check the following box if the soliciting materials or information statement referred to inchecking box (a)are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of thetransaction: o

CALCULATION OF FILING FEE

Transaction Valuation* Amount of Filing Fee**

$646,035,265

$75,005

* For purposes of calculating the filing fee only, the transaction value was determined basedupon the sum of (A) (1) 66,098,205 shares of ordinary shares (including restricted shares) issued andoutstanding and owned by persons other than the Company, Parent and Merger Sub (each, asdefined in this Schedule13E-3) on April 26, 2011, multiplied (2)by $9.25 per share (the PerShare Merger Consideration) and (B) (1) 7,213,931 shares of ordinary shares underlying outstandingoptions of the Company with an exercise price of $9.25 or less, as of April26, 2011,multiplied by (2)the excess of the Per Share Merger Consideration over the weighted averageexercise price of $4.45.

** The filing fee equals the product of 0.00011610 multiplied by the maximum aggregate value ofthe transaction.

Check the box if any part of the fee is offset as provided by Rule0-11(a)(2) and identify thefiling with which the offsetting fee was previously paid. Identify the previous filing byregistration statement number, or the Form or Schedule and the date of its filing.

AmountPreviously Paid: $75,005
Form or Registration No.: Schedule14APreliminary Proxy Statement
Filing Party: SMART Modular Technologies (WWH), Inc.
Date Filed: May 25, 2011

TABLE OF CONTENTS

Item1. Summary Term SheetItem2. Subject Company InformationItem3. Identity and Background of Filing PersonItem4. Terms of the TransactionItem5. Past Contacts, Transactions, Negotiations and AgreementsItem6. Purposes of the Transaction and Plans or ProposalsItem7. Purposes, Alternatives, Reasons and EffectsItem8. Fairness of the TransactionItem9. Reports, Opinions, Appraisals and NegotiationsItem10. Source and Amounts of Funds or Other ConsiderationItem11. Interest in Securities of the Subject CompanyItem12. The Solicitation or RecommendationItem13. Financial StatementsItem14. Persons/Assets, Retained, Employed, Compensated or UsedItem15. Additional InformationItem16. ExhibitsSIGNATUREEXHIBIT INDEXEX-99.C.8EX-99.C.9

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Introduction

ThisAmendment No. 4 to the transaction statement on Schedule13E-3 is being filed with the Securities andExchange Commission (the SEC) jointly by the following persons (collectively, thefiling persons): SMART Modular Technologies (WWH), Inc., a Cayman Islands exemptedcompany (the Company); Saleen Holdings, Inc., a Cayman Islands exempted company(Parent); Saleen Acquisition, Inc., a Cayman Islands exempted company (MergerSub); Silver Lake Partners III, L.P., a Delaware limited partnership; Silver Lake TechnologyAssociates III, L.P., a Delaware limited partnership; SLTA III (GP), L.L.C., a Delaware limitedliability company; Silver Lake Group, L.L.C., a Delaware limited liability company; Silver LakeSumeru Fund, L.P., a Delaware limited partnership; Silver Lake Technology Associates Sumeru, L.P.,a Delaware limited partnership; SLTA Sumeru (GP), L.L.C., a Delaware limited liability company;Silver Lake Partners III Cayman (AIV III), L.P., a Cayman Islands exempted limited partnership;Silver Lake Technology Associates III Cayman, L.P., a Cayman Islands exempted limited partnership;Silver Lake (Offshore) AIV GP III, Ltd., a Cayman Islands exempted limited company; Silver LakeSumeru Fund Cayman, L.P., a Cayman Islands exempted limited partnership; Silver Lake TechnologyAssociates Sumeru Cayman, L.P., a Cayman Islands exempted limited partnership; SLTA Sumeru (GP)Cayman, L.P., a Cayman Islands exempted limited partnership; Silver Lake Sumeru (Offshore) AIV GP,Ltd., a Cayman Islands exempted limited company; Iain MacKenzie, President and Chief ExecutiveOfficer of the Company; and Ajay Shah, Chairman of the Board of Directors of the Company andFounding Managing Director of Silver Lake Sumeru.

On April26, 2011, the Company entered into an Agreement and Plan of Merger (the MergerAgreement) with Parent and Merger Sub. Parent was formed by Silver Lake Partners III, L.P.and Silver Lake Sumeru Fund, L.P. and Merger Sub was formed by Parent. Pursuant to the MergerAgreement, Merger Sub will be merged with and into the Company pursuant to a plan of merger and theseparate corporate existence of Merger Sub will thereupon cease, with the Company surviving themerger as a wholly-owned subsidiary of Parent (the Merger). At the effective time of theMerger, each outstanding ordinary share of the Company, par value US$0.00016667 per share (theCommon Stock), will be converted into the right to receive $9.25 in cash, withoutinterest and less any applicable withholding taxes (the Merger Consideration), excluding(1)shares held by any of the Companys shareholders who are entitled to and who properly exerciseappraisal and dissention rights under Cayman Islands law, (2)treasury shares, (3)shares owned byany of the Companys wholly owned subsidiaries and (4)shares owned by Parent or Merger Sub. Inaddition unless otherwise agreed between a holder of a stock option of the Company and Parent, eachvested Company stock option (including those options that have vesting accelerated) and eachunvested Company stock option (if any) held by a nonemployee director of the Company that isoutstanding immediately prior to the effective time of the Merger will be cancelled in exchange fora cash payment equal to the product of (a)the excess (if any) of the Merger Consideration over theper share exercise price of such Company stock option and (b)the number of shares of Common Stocksubject to such Company stock option, less any required withholdingtaxes. Further, unless otherwise agreed between a holder of a stockoption of the Company and Parent, each unvestedCompany stock option (other than the unvested Company stock options (if any) held by a nonemployeedirector of the Company) that is outstanding immediately prior to the effective time of the Mergershall be replaced with an equivalent option to acquire ordinary shares of Parent. Last, unlessotherwise agreed between a holder of a Company restricted stock unit and Parent, each Companyrestricted stock unit that is outstanding immediately prior to the effective time of the Mergerwill be cancelled in exchange for a payment in cash equal to the product of the number of shares ofCommon Stock underlying such restricted stock unit multiplied by the Merger Consideration, less anyrequired withholding taxes.

On July 12, 2011, the Company filed with the SEC a definitive proxy statement on Schedule14A (the Proxy Statement) pursuant to Section14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), relating toan extraordinary general meeting of the shareholders of the Company. If a quorum is present at theextraordinary general meeting,

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the shareholders of the Company will consider and vote upon a proposal to approve as a specialresolution the authorization, approval and adoption of the Merger Agreement, and such other actionsas may be necessary to effectuate the transactions contemplated thereby, including the Merger (theMerger Proposal). A quorum will be present at the extraordinary general meeting if theholders of one third of the Common Stock outstanding and entitled to vote on the record date arepresent (in person or by proxy). The approval of the Merger Proposal by shareholders of theCompany requires the affirmative vote of the holders of at least two thirds of the Common Stockattending such duly convened shareholders meeting of the Company (in person or by proxy) voting bypoll. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1) and a copy of the MergerAgreement is attached as Annex A to the Proxy Statement. Allreferences in this Amendment No. 4 to Schedule13E-3 toItems numbered 1001 to 1016 are references to Items contained in RegulationM-A under the ExchangeAct.

The cross-references below are being supplied pursuant to General Instruction G of Schedule13E-3 and show the location in the Proxy Statement of the information required to be included inresponse to the Items of Schedule13E-3. The information contained in the Proxy Statement,including all annexes thereto, is expressly incorporated herein by reference. Capitalized termsused but not defined in this Schedule shall have the meanings given to them in the Proxy Statement.The responses to each item in this Amendment No. 4 to Schedule13E-3 are qualified in their entirety by theinformation contained in the Proxy Statement, including all annexes thereto.

Thefiling of this Amendment No. 4 to Schedule13E-3 shall not be construed as an admission by any of the filingpersons, or by any affiliate of a filing person, that the Company is controlled by any otherfiling person or that any filing person is an affiliate of the Company or of any other filingperson within the meaning of Rule13e-3 under the Exchange Act.

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Item1. Summary Term Sheet.

The information set forth in the Proxy Statement under the following captions is incorporatedherein by reference:

SUMMARY TERM SHEET

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE EXTRAORDINARY GENERALMEETING

Item2. Subject Company Information.

(a) Name and Address. The information set forth in thisProxy Statement under the following captions is incorporated herein byreference:

SPECIAL FACTORSThe Parties to the Merger AgreementSMART

(b) Securities. The information set forth in the ProxyStatement under the following captions is incorporated herein by reference:

THE EXTRAORDINARY GENERAL MEETINGRecord Date; Shareholders Entitled toVote; Quorum

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(c) Trading Market and Price. The information set forth inthe Proxy Statement under the following captions is incorporated herein byreference:

MARKET PRICES OF COMMON STOCK AND DIVIDEND INFORMATION

(d) Dividends. The information set forth in the ProxyStatement under the following captions is incorporated herein by reference:

MARKET PRICES OF COMMON STOCK AND DIVIDEND INFORMATION

(e) Prior Public Offerings. Not applicable.

(f) Prior Stock Purchases. The information set forth inthe Proxy Statement under the following captions is incorporated herein byreference:

COMMON STOCK TRANSACTION INFORMATION

Item3. Identity and Background of Filing Person.

(a) Name and Address. SMART Modular Technologies (WWH),Inc. is the subject company. The information set forth in the Proxy Statementunder the following captions is incorporated herein by reference:

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SUMMARY TERM SHEETThe Parties Involved in the Merger

SPECIAL FACTORSThe Parties to the Merger AgreementSMART

SPECIAL FACTORSBusiness and Background of Certain Persons Related to theCompany

SPECIAL FACTORS Business and Background of Certain Persons Related toParent, Merger Sub and the Sponsors

(b) Business and Background of Entities. The informationset forth in the Proxy Statement under the following captions is incorporatedherein by reference:

SUMMARY TERM SHEETThe Parties Involved in the Merger

SPECIAL FACTORSThe Parties to the Merger AgreementParent and MergerSub

SPECIAL FACTORSBusiness and Background of Certain Persons Related toParent, Merger Sub and the Sponsors

(c) Business and Background of Natural Persons. Theinformation set forth in the Proxy Statement under the following captions isincorporated herein by reference:

SPECIAL FACTORSBusiness and Background of Certain Persons Related to theCompany

SPECIAL FACTORS Business and Background of Certain Persons Related toParent, Merger Sub and the Sponsors

Item4. Terms of the Transaction.

(a)(2) Material Terms. The information set forth in the Proxy Statementunder the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

SPECIAL FACTORS

THE EXTRAORDINARY GENERAL MEETING

THE MERGER AGREEMENT

ANNEX AAGREEMENT AND PLAN OF MERGER

(c) Different Terms. The information set forth in theProxy Statement under the following captions is incorporated herein byreference:

SUMMARY TERM SHEET

SPECIAL FACTORSCertain Effects of the Merger

SPECIAL FACTORSFinancing for the Merger

SPECIAL FACTORSInterests of the Companys Directors and ExecutiveOfficers in the Merger

THE MERGER AGREEMENTGeneral; The Merger

THE MERGER AGREEMENTConsideration to be Received Pursuant to the Merger


(d) Appraisal Rights. The information set forth in theProxy Statement under the following captions is incorporated herein byreference:

2

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SUMMARY TERM SHEETAppraisal Rights

APPRAISAL RIGHTS

ANNEX C SECTION 238 OF THE CAYMAN ISLANDS COMPANIES LAW

(e)

Provisions For Unaffiliated Security Holders. Theinformation set forth in the Proxy Statement under the following captions isincorporated herein by reference:

SPECIAL FACTORS Provisions for Unaffiliated Stockholders

(f)

Eligibility for Listing or Trading. Not applicable.

Item5. Past Contacts, Transactions, Negotiations and Agreements.

(a)

Transactions. The information set forth in the ProxyStatement under the following captions is incorporated herein by reference:

SUMMARY TERM SHEETInterests of the Companys Directors and ExecutiveOfficers in the Merger

SPECIAL FACTORSBackground of the Merger

SPECIAL FACTORS Interests of the Companys Directors and ExecutiveOfficers in the Merger


(b)-(c)

Significant Corporate Events; Negotiations or Contacts. Theinformation set forth in the Proxy Statement under the following captions isincorporated herein by reference:

SUMMARY TERM SHEET


SPECIAL FACTORSReasons for the Merger; Recommendations of the SpecialCommittee and Our Board of Directors

SPECIAL FACTORSPosition of the SLP Filing Persons, the SLS FilingPersons, Parent and Merger Sub Regarding the Fairness of the Merger

SPECIAL FACTORSPosition of Mr.Shah Regarding the Fairness of the Merger

SPECIAL FACTORSPosition of Mr.MacKenzie Regarding the Fairness of theMerger





(e)

Agreements Involving the Subject Companys Securities.The information set forth in the Proxy Statement under the following captionsis incorporated herein by reference:

SUMMARY TERM SHEET

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Item6. Purposes of the Transaction and Plans or Proposals.

(b)

Use of Securities Acquired. The information set forthin the Proxy Statement under the following captions is incorporated herein byreference:

SUMMARY TERM SHEET


SPECIAL FACTORSPlans for the Company after the Merger


THE MERGER AGREEMENTConsideration to be Received Pursuant to the Merger


(c)(1)-(8) Plans. The information set forth in the Proxy Statement underthe following captions is incorporated herein by reference:

SUMMARY TERM SHEET

SPECIAL FACTORS Management and Board of Directors of theSurviving Company








Item7. Purposes, Alternatives, Reasons and Effects.

(a)

Purposes. The information set forth in the ProxyStatement under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET


SPECIAL FACTORS Reasons for the Merger; Recommendations of the SpecialCommittee and Our Board of Directors

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SPECIAL FACTORS Purposes and Reasons of the SLP Filing Person, SLSFilings Persons, Parent, Merger Sub and Mr.Shah for the Merger

SPECIAL FACTORS Purposes and Reasons of Mr.MacKenzie for the Merger







(b)

Alternatives. The information set forth in the ProxyStatement under the following captions is incorporated herein by reference:



SPECIAL FACTORSEffects on the Company if the Merger is Not Completed


(c)

Reasons. The information set forth in the ProxyStatement under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET



SPECIAL FACTORSOpinion of the Financial Advisor of the Special Committee

SPECIAL FACTORS Purposes and Reasons of the SLP Filing Person, SLSFilings Persons, Parent, Merger Sub and Mr.Shah for the Merger

SPECIAL FACTORS Purposes and Reasons of Mr.MacKenzie for the Merger





SPECIAL FACTORSPlan for the Company after the Merger

ANNEX B OPINION OF THE SPECIAL COMMITTEES FINANCIAL ADVISOR

(d)

Effects. The information set forth in the ProxyStatement under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE EXTRAORDINARY GENERAL MEETING


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FACTORSCertain Effects of the Merger





SPECIAL FACTORSEstimated Fees and Expenses

SPECIAL FACTORS Material U.S. Federal Income Tax Consequences of theMerger to Our Shareholders


APPRAISAL RIGHTS


ANNEX C SECTION 238 OF THE CAYMAN ISLANDS COMPANIES LAW

Item8. Fairness of the Transaction.

(a)-(b)

Fairness; Factors Considered in Determining Fairness. Theinformation set forth in the Proxy Statement under the following captions isincorporated herein by reference:

SUMMARY TERM SHEET

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE EXTRAORDINARY GENERAL
MEETING



SPECIAL FACTORSPurposesand Reasons of the SLP Filing Persons, SLS Filing Persons, Parent, Merger Sub and Mr.Shah for the Merger





ANNEX BOPINION OF THE SPECIAL COMMITTEES FINANCIAL ADVISOR

(c)

Approval of Security Holders. The information setforth in the Proxy Statement under the following captions is incorporatedherein by reference:

SUMMARY TERM SHEET

MEETING


THE EXTRAORDINARY GENERAL MEETINGRecord Date; Shareholders Entitled toVote; Quorum

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THE EXTRAORDINARY GENERAL MEETINGVote Required

MATTERS TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL MEETING

(d)

Unaffiliated Representative. The information set forthin the Proxy Statement under the following captions is incorporated herein byreference:

SUMMARY TERM SHEET





(e)

Approval of Directors. The information set forth inthe Proxy Statement under the following captions is incorporated herein byreference:

SUMMARY TERM SHEETReasons for the Merger; Recommendations of the SpecialCommittee and Our Board of Directors



(f)

Other Offers. The information set forth in the ProxyStatement under the following captions is incorporated herein by reference:


Item9. Reports, Opinions, Appraisals and Negotiations.

(a)-(b)

Report, Opinion or Appraisal; Preparer and Summary of the Report,Opinion or Appraisal. The information set forth in the Proxy Statementunder the following captions is incorporated herein by reference:

SUMMARY TERM SHEETOpinion of the Financial Advisor of the SpecialCommittee





(c)

Availability of Documents. The information set forthin the Proxy Statement under the following captions is incorporated herein byreference:

WHERE SHAREHOLDERS CAN FIND ADDITIONAL INFORMATION

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Item10. Source and Amounts of Funds or Other Consideration.

(a)-(b)

Source of Funds; Conditions. The information set forth in thisProxy Statement under the following captions is incorporated herein byreference:

SUMMARY TERM SHEET

SPECIAL FACTORS Financing for the Merger

THE MERGER AGREEMENTCertain Covenants; Company Cooperation

THE MERGERAGREEMENTWhen the Merger Becomes Effective; Marketing Period


(c)

Expenses. The information set forth in the ProxyStatement under the following captions is incorporated herein by reference:

SUMMARY TERM SHEETThe Merger Agreement



THE MERGER AGREEMENTTermination Fees

THE MERGER AGREEMENTRemedies


(d)

Borrowed Funds. The information set forth in the ProxyStatement under the following captions is incorporated herein by reference:

SUMMARY TERM SHEETFinancing for the Merger

SPECIAL FACTORS Financing for the Merger

THE MERGER AGREEMENTCertain Covenants; Company Cooperation

THE MERGERAGREEMENTWhen the Merger Becomes Effective; Marketing Period


Item11. Interest in Securities of the Subject Company.

(a)

Securities Ownership. The information set forth in theProxy Statement under the following captions is incorporated herein byreference:

SUMMARY TERM SHEET




(b)

Securities Transactions. The information set forth inthe Proxy Statement under the following captions is incorporated herein byreference:



Item12. The Solicitation or Recommendation.

(d)

Intent to Tender or Vote in a Going-PrivateTransaction. The information set forth in the Proxy Statement under thefollowing captions is incorporated herein by reference:

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SUMMARY TERM SHEET

MEETING



(e)

Recommendation of Others. The information set forth inthe Proxy Statement under the following captions is incorporated herein byreference:

SUMMARY TERM SHEET

MEETING


SPECIAL FACTORSPurposes and Reasons of the SLP Filing Persons, SLS Filing Persons, Parent,Merger Sub and Mr.Shah for the Merger




Item13. Financial Statements.

(a)

Financial Information. The information set forth inthe Proxy Statement under the following captions is incorporated herein byreference:

HISTORICAL SELECTED FINANCIAL INFORMATION

WHERE SHAREHOLDERS CAN FIND ADDITIONAL INFORMATION

(b)

Pro Forma Information. Not applicable.

Item14. Persons/Assets, Retained, Employed, Compensated or Used.

(a)

Solicitations or Recommendations. The information setforth in the Proxy Statement under the following captions is incorporatedherein by reference:


MEETING



THE EXTRAORDINARY GENERAL MEETING Solicitation of Proxies

(b)

Employees and Corporate Assets. The information setforth in the Proxy Statement under the following captions is incorporatedherein by reference:

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MEETING


THE EXTRAORDINARY GENERAL MEETING Solicitation of Proxies

Item15. Additional Information.

(b) Other Material Information. The entirety of the ProxyStatement, including all Annexes thereto, is incorporated herein by reference.

Item16. Exhibits.

(a)(1)

Definitive Proxy Statement of SMART ModularTechnologies (WWH), Inc., incorporated by reference tothe Schedule14A filed with the Securities and ExchangeCommission on July 12, 2011 (the ProxyStatement).

(a)(2)(i)

Form of Proxy Card, incorporated herein byreference to the Proxy Statement.

(a)(2)(ii)

Form of Letter to Shareholders, incorporatedherein by reference to the Proxy Statement.

(a)(2)(iii)

Notice of Extraordinary General Meeting ofShareholders, incorporated herein by reference to the Proxy Statement.

(a)(3)

Press Release issued by SMART Modular Technologies(WWH), Inc., dated April26, 2011, incorporated byreference to the Current Report on Form8-K filed bySMART Modular Technologies (WWH), Inc. with theSecurities and Exchange Commission on April26, 2011.

(a)(5)

Current Report on Form8-K filed by SMART ModularTechnologies (WWH), Inc. with the Securities andExchange Commission on April28, 2011, incorporated byreference.

(b)(1)

Project Saleen Commitment Letter, dated April26, 2011by and among JPMorgan Chase Bank, N.A., J.P. MorganSecurities LLC, UBS Loan Finance LLC, UBS Securities LLCand Saleen Acquisition, Inc.*

(c)(1)

Opinion of Barclays Capital, Inc., dated April25, 2011,incorporated herein by reference to Annex B to the Proxy Statement.

(c)(2)

Financial Analysis Presentation Materials, dated January17, 2011, of Barclays Capital Inc. to the SpecialCommittee of the Board of Directors of the Company.*

(c)(3)

Financial Analysis Presentation Materials ValuationUpdate, dated February28, 2011, of Barclays CapitalInc. to the Special Committee of the Board of Directorsof the Company.*

*Previouslyfiled May 25, 2011.

**Previouslyfiled June 27, 2011.

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(c)(4)

Financial Analysis Presentation Materials TransactionOverview, dated February28, 2011, of Barclays CapitalInc. to the Special Committee of the Board of Directorsof the Company.*

(c)(5)

Financial Analysis Presentation Materials, dated April25, 2011, of Barclays Capital Inc. to the SpecialCommittee of the Board of Directors of the Company.*

(c)(6)

Presentation Materials, datedOctober 26, 2010, of Barclays Capital Inc. to the Special Committeeof the Board of Directors of the Company.**

(c)(7)

Potential Separation AnalysisPresentation Materials, dated April 1, 2011, of Barclays Capital Inc.to the Special Committee of the Board of Directors of the Company.**

(c)(8)

Discussion Materials, dated March 12, 2011, of Barclays Capital Inc. to the Special Committee of the Board of Directors of the Company.

(c)(9)

Discussion Materials, dated March 21, 2011, of Barclays Capital Inc. to the Special Committee of the Board of Directors of the Company.

(d)(1)

Agreement and Plan of Merger, dated as of April26,2011, by and among Saleen Holdings, Inc., SaleenAcquisition, Inc., and SMART Modular Technologies (WWH),Inc., incorporated herein by reference to Annex A of the Proxy Statement.

(d)(2)(i)

Limited Guarantee, dated as of April26, 2011, by SilverLake Partners III, L.P. in favor of SMART ModularTechnologies (WWH), Inc.*

(d)(2)(ii)

Limited Guarantee, dated as of April26, 2011, by SilverLake Sumeru Fund, L.P. in favor of SMART ModularTechnologies (WWH), Inc.*

(d)(3)

Equity Commitment Letter, dated as of April26, 2010 byand among Silver Lake Partners III, L.P., Silver LakeSumeru Fund, L.P. and Saleen Holdings, Inc.*

(e)(1)

Letter Agreement, dated April25, 2011, by and betweenIain MacKenzie and Saleen Holdings, Inc.*

(e)(2)

Letter Agreement, dated as of April25, 2011, by andbetween Wayne Eisenberg and Saleen Holdings, Inc.*

(e)(3)

Letter Agreement, dated as of April25, 2011, by andbetween Alan Marten and Saleen Holdings, Inc.*

(e)(4)

Letter Agreement, dated as of April25, 2011, by andbetween John (Jack) Moyer and Saleen Holdings, Inc.*

(e)(5)

Letter Agreement, dated as of April25, 2011, by andbetween Barry Zwarenstein and Saleen Holdings, Inc.*

(f)

Section238 of the Cayman Islands Companies Law,incorporated herein by reference to Annex C of the Proxy Statement.

(g)

Not applicable.

(h)

Not applicable.

11

Table of Contents

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the informationset forth in this statement is true, complete and correct.

SMART MODULAR TECHNOLOGIES (WWH), INC.

By: /s/ Iain MacKenzie

Name: Iain MacKenzie

Title: Director, President & CEO

Dated:July 26, 2011


SALEEN HOLDINGS, INC.

By: /s/ Karen M. King

Name: Karen M. King

Title: Treasurer/Secretary

Dated:July 26, 2011


SALEEN ACQUISITION, INC.


Name: Karen M. King

Title: Treasurer/Secretary

Dated:July 26, 2011


SILVER LAKE PARTNERS III, L.P.

By:

SILVER LAKE TECHNOLOGY ASSOCIATES III,L.P., its general partner

By:

SLTA III (GP), L.L.C., its generalpartner

By:

SILVER LAKE GROUP, L.L.C., its managingmember

Table of Contents


Name: Karen M. King

Title: Managing Director and Chief Legal Officer

Dated:July 26, 2011


SILVER LAKE TECHNOLOGY ASSOCIATES III, L.P.

By:

SLTA III (GP), L.L.C., its generalpartner

By:



Name: Karen M. King


Dated:July 26, 2011



By:



Name: Karen M. King


Dated:July 26, 2011


SILVER LAKE GROUP, L.L.C.


Name: Karen M. King


Dated:July 26, 2011

Table of Contents


SILVER LAKE SUMERU FUND, L.P.

By:

SILVER LAKE TECHNOLOGY ASSOCIATES
SUMERU, L.P., its general partner

By:

SLTA SUMERU (GP), L.L.C., its generalpartner


Name: Karen M. King


Dated: July 26, 2011


SILVER LAKE TECHNOLOGY ASSOCIATES SUMERU,
L.P.

By:

SLTA SUMERU (GP), L.L.C., its generalpartner


Name: Karen M. King




SLTA SUMERU (GP), L.L.C.


Name: Karen M. King




SILVER LAKE PARTNERS III CAYMAN (AIV III),L.P.

Table of Contents

By:

SILVER LAKE TECHNOLOGY ASSOCIATES IIICAYMAN, L.P., its general partner

By:

SILVER LAKE (OFFSHORE)AIV GP III, LTD.,its general partner


Name: Karen M. King

Title: Director

Dated:July 26, 2011


SILVER LAKE TECHNOLOGY ASSOCIATES III CAYMAN,L.P.

By:

SILVER LAKE (OFFSHORE)AIV GP III, LTD.,its general partner


Name: Karen M. King

Title: Director

Dated:July 26, 2011


SILVER LAKE (OFFSHORE)AIV GP III, LTD.


Name: Karen M. King

Title: Director

Dated:July 26, 2011


SILVER LAKE SUMERU FUND CAYMAN, L.P.

By:

SILVER LAKE TECHNOLOGY ASSOCIATES SUMERUCAYMAN, L.P., its general partner

By:

SLTA SUMERU (GP)CAYMAN, L.P., itsgeneral partner

By:

SILVER LAKE SUMERU (OFFSHORE)AIV GP,LTD., its general partner

Table of Contents


Name: Karen M. King

Title: Director

Dated:July 26, 2011


SILVER LAKE TECHNOLOGY ASSOCIATES SUMERUCAYMAN, L.P.

By:

SLTA SUMERU (GP)CAYMAN, L.P., itsgeneral partner

By:



Name: Karen M. King

Title: Director

Dated:July 26, 2011


SLTA SUMERU (GP)CAYMAN, L.P.

By:



Name: Karen M. King

Title: Director

Dated:July 26, 2011


SILVER LAKE SUMERU (OFFSHORE)AIV GP, LTD.


Name: Karen M. King

Title: Director

Dated:July 26, 2011

Table of Contents


IAIN MACKENZIE

By: /s/ Iain MacKenzie

Name: Iain MacKenzie

Dated:July 26, 2011


AJAY SHAH

By: /s/ Ajay Shah

Name: Ajay Shah

Dated:July 26, 2011

Table of Contents

EXHIBIT INDEX

(a)(1)

Proxy Statement of SMART ModularTechnologies (WWH), Inc., incorporated by reference tothe Schedule14A filed with the Securities and ExchangeCommission on July 12, 2011 (the ProxyStatement).

(a)(2)(i)

Form of Proxy Card, incorporated herein byreference to the Proxy Statement.

(a)(2)(ii)

Form of Letter to Shareholders, incorporatedherein by reference to the Proxy Statement.

(a)(2)(iii)

Notice of Extraordinary General Meeting ofShareholders, incorporated herein by reference to the Proxy Statement.

(a)(3)

Press Release issued by SMART Modular Technologies(WWH), Inc., dated April26, 2011, incorporated byreference to the Current Report on Form8-K filed bySMART Modular Technologies (WWH), Inc. with theSecurities and Exchange Commission on April26, 2011.

(a)(5)

Current Report on Form8-K filed by SMART ModularTechnologies (WWH), Inc. with the Securities andExchange Commission on April28, 2011, incorporated byreference.

(b)(1)

Project Saleen Commitment Letter, dated April26, 2011by and among JPMorgan Chase Bank, N.A., J.P. MorganSecurities LLC, UBS Loan Finance LLC, UBS Securities LLCand Saleen Acquisition, Inc.*

(c)(1)

Opinion of Barclays Capital Inc., dated April25, 2011,incorporated herein by reference to Annex B to the Proxy Statement.

(c)(2)

Financial Analysis Presentation Materials, dated January17, 2011, of Barclays Capital Inc. to the SpecialCommittee of the Board of Directors of the Company.*

(c)(3)

Financial Analysis Presentation Materials ValuationUpdate, dated February28, 2011, of Barclays Capital Inc. to the Special Committee of the Board of Directorsof the Company.*

(c)(4)

Financial Analysis Presentation Materials TransactionOverview, dated February28, 2011, of Barclays Capital Inc. to the Special Committee of the Board of Directorsof the Company.*

(c)(5)

Financial Analysis Presentation Materials, dated April25, 2011, of Barclays Capital Inc. to the SpecialCommittee of the Board of Directors of the Company.*

(c)(6)

Presentation Materials, datedOctober 26, 2010, of Barclays Capital Inc. to the Special Committeeof the Board of Directors of the Company.**

(c)(7)

Potential Separation AnalysisPresentation Materials, dated April 1, 2011, of Barclays Capital Inc.to the Special Committee of the Board of Directors of the Company.**

(c)(8)

Discussion Materials, dated March 12, 2011, of Barclays Capital Inc.to the Special Committee of the Board of Directors of the Company.

(c)(9)

Discussion Materials, dated March 21, 2011, of Barclays Capital Inc.to the Special Committee of the Board of Directors of the Company.

(d)(1)

Agreement and Plan of Merger, dated as of April26,2011, by and among Saleen Holdings, Inc., SaleenAcquisition, Inc., and SMART Modular Technologies (WWH),Inc., incorporated herein by reference to Annex A of the Proxy Statement.

(d)(2)(i)

Limited Guarantee, dated as of April26, 2011, by SilverLake Partners III, L.P. in

*Previouslyfiled May 25, 2011

**Previouslyfiled June 27, 2011

Table of Contents

favor of SMART Modular Technologies(WWH), Inc.*

(d)(2)(ii)

Limited Guarantee, dated as of April26, 2011, by SilverLake Sumeru Fund, L.P. in favor of SMART ModularTechnologies (WWH), Inc.*

(d)(3)

Equity Commitment Letter, dated as of April26, 2010 byand among Silver Lake Partners III, L.P., Silver LakeSumeru Fund, L.P. and Saleen Holdings, Inc.*

(e)(1)

Letter Agreement, dated April25, 2011, by and betweenIain MacKenzie and Saleen Holdings, Inc.*

(e)(2)

Letter Agreement, dated as of April25, 2011, by andbetween Wayne Eisenberg and Saleen Holdings, Inc.*

(e)(3)

Letter Agreement, dated as of April25, 2011, by andbetween Alan Marten and Saleen Holdings, Inc.*

(e)(4)

Letter Agreement, dated as of April25, 2011, by andbetween John (Jack) Moyer and Saleen Holdings, Inc.*

(e)(5)

Letter Agreement, dated as of April25, 2011, by andbetween Barry Zwarenstein and Saleen Holdings, Inc.*

(f)

Section238 of the Cayman Islands Companies Law,incorporated herein by reference to Annex C of the Proxy Statement.

(g)

Not applicable.

(h)

Not applicable.

EX-99.C.82f59645a4exv99wcw8.htmEX-99.C.8

exv99wcw8

Exhibit (c)(8)

Project Shakespeare

Discussion Materials

March 12, 2011

Confidential Presentation

Summary of Salerio's Proposal

Following the Special Committee's invitation to Salerio to receive the "Reviewed Case" model update, Salerio signed an NDA, receivedthe "Reviewed Case" model and supporting materials, and reviewed the case in sessions with management on March 3 and March 7,2011

On March 10, 2011, Salerio submitted a revised bid to acquire Shakespeare for $8.25 per share

Represents a 26% premium to the March 10, 2011 stock price and remains open for 30 days

Subject to customary conditions, including diligence and debt financing

Engaged legal and accounting advisors, are prepared to complete diligence in 2 - 3 weeks and reach a definitive agreement within 4weeks

The bid was accompanied by 2 non-binding, "highly confident" financing letters ("HCLs") from JP Morgan and Bank of America MerrillLynch, indicating Salerio's ability to obtain financing for the transaction

Both HCLs acknowledged debt financing of approximately $300mm comprised of senior secured credit facilities and/or senior notes,and contained customary financing conditions

Conditions included MAE clauses for both the business and the credit markets, satisfactory completion of due diligence andacceptable structure, terms and documentation for the acquisition

While typically silent on detailed conditionality of final financing packages, Bank of America Merrill Lynch went further and stipulatedseveral incremental conditions to committed financing:

Sponsor equity commitment of at least 30% of the total pro forma capitalization

A maximum pro forma Total Debt / EBITDA ratio of 4.0x

At least a B and B2 rating from S&P and Moody's, respectively

While not commitments, the HCLs confirm that, with expected conditionality, financing will be made available to enable a transaction

1

Start Length End LBO Analysis (Board/Conservative) 6.78201794104494 1.4485863563397 8.23060429738464 LBO Analysis (Reviewed) 8.42813880052187 2.0035642461062 10.4317030466281

30-Day 8.46197916666667 1.69239583333333 10.154375 1-Day 8.8125 1.41 10.2225 Premiums Paid

LTM EBITDA (Reviewed) 6.15690926353611 2.36757141034836 8.52448067388447 LTM Revenue (Reviewed) 5.18112612348303 3.79100793760107 8.97213406108409 Precedent Transaction Analysis

Reviewed 8.74830914011209 2.39386023489088 11.142169375003 Sum of the Parts

Board/Conservative 8.71329410446564 2.85612025658869 11.5694143610543 Reviewed 11.689722300996 4.00132769717385 15.6910499981699 Discounted Cash Flow Analysis

CY 2012E P/E (Reviewed) 8.15842276003859 3.05940853501447 11.2178312950531 CY 2012E EBITDA (Reviewed) 7.46778887906101 1.51381678558942 8.98160566465042 CY 2012E P/E (Street) 7.48386722475212 2.80645020928204 10.2903174340342 CY 2012E EBITDA (Street) 7.52328988906741 1.52769203809102 9.05098192715843

CY 2011E P/E (Reviewed) 6.12091334692655 1.83627400407796 7.95718735100451 CY 2011E EBITDA (Reviewed) 6.3041293010926 1.10048501451263 7.40461431560523 CY 2011E P/E (Street) 7.36498451070123 2.20949535321037 9.5744798639116 CY 2011E EBITDA (Street) 6.90573533659762 1.22071413330984 8.12644946990745 Comparable Company Analysis

Analyst Price Targets 6.34105341199435 3.42852902771021 9.76958243970456

52-Week Range 4.64 3.87 8.51

Although stock prices and multiples have declined slightly over the past two weeks, thevaluation ranges from our prior meeting remain valid

Summary Valuation - February 28 Special Committee Presentation

Shakespeare Share Price

Notes

52-Week Low (8/12/10) and High(4/14/10)

Analyst Price Targets discounted at13.0% cost of equity

4.5x - 5.5x CY2011E EBITDA

Targeting 20% to 30% IRR

5.0x 5 year FTM EBITDA exitmultiple

0.40x - 0.80x LTM Revenue

25% - 45% premium to 1-day


___________________________

Source: FactSet, Bloomberg, Company filings, Wall Street research, IBES consensus estimates and Barclays Capital Investment Banking estimates.

Note: Except for current price, market data as of 2/25/11. LBO and Precedent Transactions assume net cash of $79.5mm at 8/27/11 per management guidance. Comparable Company Analysis and Sum of the Partsassume net cash of $71.0mm, projected as the Q2 FY11 balance per management guidance.

Price per share discounted to 2/25/11 at a 13.0% cost of capital.

10.0x - 13.0x CY2011E P / E Multiple

3.5% - 4.5% Perpetuity Growth Rateand 12.0% - 14.0% WACC

5.0x - 7.5x LTM EBITDA

(1)

Street

Conservative



Enterprise SSD, Brazil and RemainCovalued on a standalone basis

(1)

(1)

(1)

Current Price (3/11/11): $6.61

Price in Feb 28 Presentation (2/25/11): $7.05

2

SMOD 9

OCZ 39.8 MU 13.8 STEC 13.1 PLXS 12.5 BHE 12 SNDK 10.4 2311-tw 9.4 CODE 8.8 SANM 7.1 AMKR 6.9

BEMA3-BR 9 POSI3-BR 7.7

SMOD 0.48

STEC 1.99 SNDK 1.35 MU 1.26 OCZ 1.2 CODE 1.16 2311-tw 0.98 AMKR 0.75 PLXS 0.52 BHE 0.29 SANM 0.27

BEMA3-BR 1 POSI3-BR 0.37

SMOD 4.3

OCZ 29.2 STEC 8.1 PLXS 7.6 BHE 5 CODE 4.8 SANM 4.7 SNDK 4.6 2311-tw 4.2 MU 3.7 AMKR 3.2

POSI3-BR 5.6 BEMA3-BR 5

SMOD 6.4

OCZ 32.3 PLXS 20.9 MU 16 AMKR 11.8 STEC 8.9 2311-tw 8.6 SNDK 7.6 BHE 7.3 CODE 6.5 SANM 6.2

POSI3-BR 7.8 BEMA3-BR 6.4

CY2011 Comparable Trading Metrics

___________________________

Source: FactSet, Company filings, Wall Street research. Market data as of 3/11/11.

EV / CY11 Revenue

EV / CY11 EBITDA

Price / CY11 Earnings

EV / CY11 EBITDA - CapEx

Shakespeare

(Street)

Shakespeare

(Street)

Shakespeare

(Street)

Shakespeare

(Street)

29.2x

32.3x

39.8x

Memory/EMS2/28/11 Median:

Brazil 2/28/11Median:

3

SMOD 7.1

OCZ 12.8 MU 11.5 STEC 10.8 BHE 10.8 PLXS 10.5 SNDK 10.2 2311-tw 8.7 CODE 7.8 AMKR 6.8 SANM 5.8

BEMA3-BR 7.7 POSI3-BR 6.3

SMOD 0.43

STEC 1.62 SNDK 1.2 MU 1.11 CODE 1.09 OCZ 0.94 2311-tw 0.88 AMKR 0.7 PLXS 0.46 BHE 0.27 SANM 0.25


SMOD 3.4

OCZ 11.6 PLXS 6.6 STEC 5.9 SNDK 5.1 CODE 4.9 BHE 4.6 SANM 4.2 2311-tw 3.9 MU 3.5 AMKR 2.6


SMOD 4.6

PLXS 14.2 OCZ 12.2 MU 11.4 SNDK 8.8 CODE 6.6 BHE 6.4 STEC 6.3 2311-tw 6.1 AMKR 5.6 SANM 5.4



___________________________


EV / CY12 Revenue

EV / CY12 EBITDA



Shakespeare

(Street)

Shakespeare

(Street)

Shakespeare

(Street)

Shakespeare

(Street)



4

Transaction Pricing Matrix

Implied Valuation, Premiums and Multiples

($ in millions, except per share amounts)

___________________________

Source: Company filings and Wall Street research. Cash and debt are Q2 FY11 projected ending balances per management guidance.

5

Sponsor Fund Size Relevant Acquisitions and Portfolio Companies Founded: 1984Total assets: $65bn Founded: 1999Total assets: $5 bn Founded: 2000Total assets: $9 bn Founded: 1976Total assets: $42 bn Founded: 1985Total assets: $28 bn Founded: 1999Total assets: $13 bn Founded: 1992Total assets: $50 bn

Select Financial Buyers

___________________________

Source: Company website, FactSet, Capital IQ, Hoover's, OneSource.

/

Range of serious bidders may be limited to 4-5 parties

6

Potential Strategic Buyers for Shakespeare Complementary product roadmapsSanDisk in August launched its first product in embedded SSD categoryShakespeare's announced new strategic move into the Flash packaging focusing on Micro SD cards, SD cards, and USBsStrategic opportunity to leverage Shakespeare's current presence to penetrate Brazil market by offering full manufacturing capability and shorter lead timesSpecialized DRAM business not a clear fit Expand downstream by further integrating Shakespeare's highly differentiated specialty DRAM capabilities to drive higher margins and top line growthSynergistic product offering: Shakespeare's XceedIOPS SAS solution currently ships with Micron's MLC Flash componentsOpportunity to leverage Shakespeare's presence and relationships with Tier 1 OEMs to cross sell into the Brazil's high growth end marketsHigh volume focused NA #1 global memory module vendor - opportunity to acquire the closest competitor and further consolidate the marketShakespeare's dominant position in Brazil provides instant access to highly attractive end marketsAccess to Shakespeare's IP and expertise in enterprise-class SSS solutions to complement its consumer/computing SSS offeringPrivately held and has not executed M&A historically Expand downstream by further integrating Shakespeare's highly differentiated specialty DRAM capabilities to drive higher margins and top line growthDeveloping a new SSD controller in partnership with Seagate - enterprise-class SSD's slated for a "mid-2012" releaseHas not historically executed on M&A

Company

Strategic Rationale

Key Metrics

___________________________

Source: FactSet and I/B/E/S consensus estimates. Data as of 3/11/11.

($ in millions)

7

Disclaimer

This document has been prepared by Barclays Capital, the investment banking division of Barclays Bank PLC ("Barclays"), for information purposes only. This document isan indicative summary of the terms and conditions of the securities/transaction described herein and may be amended, superseded or replaced by subsequent summaries.The final terms and conditions of the securities/transaction will be set out in full in the applicable offering document(s) or binding transaction document(s).

This document shall not constitute an underwriting commitment, an offer of financing, an offer to sell, or the solicitation of an offer to buy any securities described herein,which shall be subject to Barclays' internal approvals. No transaction or services related thereto is contemplated without Barclays' subsequent formal agreement. Barclaysis not acting as a fiduciary. Accordingly you must independently determine, with your own advisors, the appropriateness for you of the securities/transaction beforeinvesting or transacting. Barclays accepts no liability whatsoever for any consequential losses arising from the use of this document or reliance on the information containedherein.

Barclays does not guarantee the accuracy or completeness of information which is contained in this document and which is stated to have been obtained from or is basedupon trade and statistical services or other third party sources. Any data on past performance, modelling or back-testing contained herein is no indication as to futureperformance. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any modelling or back-testing or anyother information contained herein. All opinions and estimates are given as of the date hereof and are subject to change and Barclays assumes no obligation to update thisdocument to reflect any such changes. The value of any investment may fluctuate as a result of market changes. The information herein is not intended to predict actualresults and no assurances are given with respect thereto. Nothing herein shall be deemed to constitute investment, legal, tax, financial, accounting or other advice.

Barclays, its affiliates and the individuals associated therewith may (in various capacities) have positions or deal in transactions or securities (or related derivatives)identical or similar to those described herein.

IRS Circular 230 Disclosure: Barclays Capital and its affiliates do not provide tax advice. Please note that (i) any discussion of U.S. tax matters contained in thiscommunication (including any attachments) cannot be used by you for the purpose of avoiding tax penalties; (ii) this communication was written to support the promotion ormarketing of the matters addressed herein; and (iii) you should seek advice based on your particular circumstances from an independent tax advisor.

BARCLAYS CAPITAL INC., THE UNITED STATES AFFILIATE OF BARCLAYS CAPITAL, THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC,ACCEPTS RESPONSIBILITY FOR THE DISTRIBUTION OF THIS DOCUMENT IN THE UNITED STATES. ANY TRANSACTIONS BY U.S. PERSONS IN ANYSECURITY DISCUSSED HEREIN MUST ONLY BE CARRIED OUT THROUGH BARCLAYS CAPITAL INC., 200 PARK AVENUE, NEW YORK, NY 10166.

NO ACTION HAS BEEN MADE OR WILL BE TAKEN THAT WOULD PERMIT A PUBLIC OFFERING OF THE SECURITIES DESCRIBED HEREIN IN ANYJURISDICTION IN WHICH ACTION FOR THAT PURPOSE IS REQUIRED. NO OFFERS, SALES, RESALES OR DELIVERY OF THE SECURITIES DESCRIBEDHEREIN OR DISTRIBUTION OF ANY OFFERING MATERIAL RELATING TO SUCH SECURITIES MAY BE MADE IN OR FROM ANY JURISDICTION EXCEPT INCIRCUMSTANCES WHICH WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS AND WHICH WILL NOT IMPOSE ANY OBLIGATIONON BARCLAYS OR ANY OF ITS AFFILIATES.

THIS DOCUMENT DOES NOT DISCLOSE ALL THE RISKS AND OTHER SIGNIFICANT ISSUES RELATED TO AN INVESTMENT IN THESECURITIES/TRANSACTION. PRIOR TO TRANSACTING, POTENTIAL INVESTORS SHOULD ENSURE THAT THEY FULLY UNDERSTAND THE TERMS OF THESECURITIES/TRANSACTION AND ANY APPLICABLE RISKS.

Barclays Bank PLC is registered in England No. 1026167. Registered Office: 1 Churchill Place, London E14 5HP. Copyright Barclays Bank PLC, 2010 (all rights reserved).This document is confidential, and no part of it may be reproduced, distributed or transmitted without the prior written permission of Barclays.

8

EX-99.C.93f59645a4exv99wcw9.htmEX-99.C.9

exv99wcw9

Exhibit (c)(9)

Project Shakespeare

Discussion Materials

March 21, 2011

Confidential Presentation

Summary of Salerio's Proposal

Following Salerio's revised bid on March 10, 2011 to acquire Shakespeare for $8.25 per share, Barclays communicated to Salerio theCommittee's decision that the floor offer price to enter into a formal process would be $9.00

On March 21, 2011, Salerio submitted an upward revised bid to potentially acquire Shakespeare for $9.00 per share

Represents a 36% premium to the March 18, 2011 stock price and remains open for 30 days

Subject to customary conditions, including diligence and debt financing

In addition, the latest bid is conditioned on a significant portion of management equity rolling over in the transaction

Engaged legal and accounting advisors, are prepared to complete diligence in 2 - 3 weeks and reach a definitive agreement within 4weeks

The bid was supported by the 2 unrevised, non-binding, "highly confident" financing letters ("HCLs") from JP Morgan and Bank ofAmerica Merrill Lynch that accompanied Salerio's March 10, 2011 bid

Both HCLs acknowledged debt financing of approximately $300mm comprised of senior secured credit facilities and/or senior notes,and contained customary financing conditions

Conditions included MAE clauses for both the business and the credit markets, satisfactory completion of due diligence andacceptable structure, terms and documentation for the acquisition

While typically silent on detailed conditionality of final financing packages, Bank of America Merrill Lynch went further and stipulatedseveral incremental conditions to committed financing:

Sponsor equity commitment of at least 30% of the total pro forma capitalization

A maximum pro forma Total Debt / EBITDA ratio of 4.0x

At least a B and B2 rating from S&P and Moody's, respectively

While not commitments, the HCLs confirm that, with some conditionality, financing will be made available to enable a transaction

1

Start Length End LBO Analysis (Board/Conservative) 6.78201794104494 1.4485863563397 8.23060429738464 LBO Analysis (Reviewed) 8.42813880052187 2.0035642461062 10.4317030466281

30-Day 8.46197916666667 1.69239583333333 10.154375 1-Day 8.8125 1.41 10.2225 Premiums Paid

LTM EBITDA (Reviewed) 6.15690926353611 2.36757141034836 8.52448067388447 LTM Revenue (Reviewed) 5.18112612348303 3.79100793760107 8.97213406108409 Precedent Transaction Analysis

Reviewed 8.74830914011209 2.39386023489088 11.142169375003 Sum of the Parts

Board/Conservative 8.71329410446564 2.85612025658869 11.5694143610543 Reviewed 11.689722300996 4.00132769717385 15.6910499981699 Discounted Cash Flow Analysis

CY 2012E P/E (Reviewed) 8.15842276003859 3.05940853501447 11.2178312950531 CY 2012E EBITDA (Reviewed) 7.46778887906101 1.51381678558942 8.98160566465042 CY 2012E P/E (Street) 7.48386722475212 2.80645020928204 10.2903174340342 CY 2012E EBITDA (Street) 7.52328988906741 1.52769203809102 9.05098192715843

CY 2011E P/E (Reviewed) 6.12091334692655 1.83627400407796 7.95718735100451 CY 2011E EBITDA (Reviewed) 6.3041293010926 1.10048501451263 7.40461431560523 CY 2011E P/E (Street) 7.36498451070123 2.20949535321037 9.5744798639116 CY 2011E EBITDA (Street) 6.90573533659762 1.22071413330984 8.12644946990745 Comparable Company Analysis

Analyst Price Targets 6.34105341199435 3.42852902771021 9.76958243970456

52-Week Range 4.64 3.87 8.51

Despite volatility in the markets since our presentation in late February, the valuation rangeswe discussed remain valid

Summary Valuation - February 28 Special Committee Presentation

Shakespeare Share Price

Notes

52-Week Low (8/12/10) and High(4/14/10)

Analyst Price Targets discounted at13.0% cost of equity


Targeting 20% to 30% IRR

5.0x 5 year FTM EBITDA exitmultiple

0.40x - 0.80x LTM Revenue



___________________________

Source: FactSet, Bloomberg, Company filings, Wall Street research, IBES consensus estimates and Barclays Capital Investment Banking estimates.

Note: Except for current price, market data as of 2/25/11. LBO and Precedent Transactions assume net cash of $79.5mm at 8/27/11 per management guidance. Comparable Company Analysis and Sum of the Partsassume net cash of $71.0mm, projected as the Q2 FY11 balance per management guidance.

Price per share discounted to 2/25/11 at a 13.0% cost of capital.


3.5% - 4.5% Perpetuity Growth Rateand 12.0% - 14.0% WACC

5.0x - 7.5x LTM EBITDA

(1)

Street

Conservative



Enterprise SSD, Brazil and RemainCovalued on a standalone basis

(1)

(1)

(1)

Offer Price (3/21/11): $9.00

Current Price (3/21/11): $6.78

Price in Feb 28 Presentation (2/25/11): $7.05

2

CY11 Comps Brazil SMOD 9.2

OCZ 37.6 STEC 13.9 MU 13.9 PLXS 12.8 BHE 11.8 SNDK 10.2 2311-tw 9.6 CODE 8.2 AMKR 7.3 SANM 6



STEC 2.14 SNDK 1.33 MU 1.27 OCZ 1.13 CODE 1.04 2311-tw 1 AMKR 0.76 PLXS 0.53 BHE 0.28 SANM 0.23



OCZ 27.5 STEC 8.7 PLXS 7.8 BHE 4.9 SNDK 4.5 2311-tw 4.3 SANM 4.3 CODE 4.3 MU 3.8 AMKR 3.2



OCZ 30.4 PLXS 21.5 MU 16.1 AMKR 12.4 STEC 9.6 2311-tw 8.8 SNDK 7.5 BHE 7.1 CODE 5.7 SANM 5.7



___________________________


EV / CY11 Revenue

EV / CY11 EBITDA



Shakespeare

(Street)

Shakespeare

(Street)

Shakespeare

(Street)

Shakespeare

(Street)

27.5x

30.4x

37.6x





3


OCZ 12.2 MU 11.7 STEC 11.5 PLXS 10.8 BHE 10.6 SNDK 10 2311-tw 8.9 CODE 7.3 AMKR 6.6 SANM 4.8



STEC 1.75 SNDK 1.18 MU 1.13 CODE 0.97 2311-tw 0.9 OCZ 0.89 AMKR 0.71 PLXS 0.47 BHE 0.26 SANM 0.21



OCZ 10.9 PLXS 6.7 STEC 6.3 SNDK 5 BHE 4.5 CODE 4.4 2311-tw 4 MU 3.5 SANM 3.5 AMKR 2.6



PLXS 14.6 OCZ 11.5 MU 11.5 SNDK 8.6 STEC 6.8 2311-tw 6.3 BHE 6.2 CODE 5.9 AMKR 5.4 SANM 4.5



___________________________


EV / CY12 Revenue

EV / CY12 EBITDA



Shakespeare

(Street)

Shakespeare

(Street)

Shakespeare

(Street)

Shakespeare

(Street)





4

Transaction Pricing Matrix

Implied Valuation, Premiums and Multiples

($ in millions, except per share amounts)

___________________________

Source: Company filings and Wall Street research. Cash and debt are Q2 FY11 projected ending balances per management guidance.

5

Process Roadmap for Next 30 Days

Special Committee review oflatest $9.00/share bid fromSalerio, including form ofconsideration, structure, etc.

Make go / no-go decision

Select list of other seriousbidders and reach out togauge interest and schedulemanagement presentations

Request / receive diligencerequest list from Salerio

Prepare for expandeddiligence with Salerio andother buyers (managementpresentations, data room,NDAs, etc.)

Salerio drafts definitiveagreements

Receive draft agreement fromSalerio, and preparedocument markup to sendback

Continue with Saleriodiligence process (includingfor lenders)

Host other managementpresentations / engage inpreliminary diligence

Receive indicative offersfrom other potential buyers

Engage other buyers indetailed diligence andfurnish with draft agreement

Continue with Saleriodiligence process /negotiating definitiveagreement

Review financingcommitments

Week 1 Week 2 Week 3 Week 4

Engage with Salerio on diligence and negotiation of definitive agreements, while reachingout to other potential buyers to create competitive tension in the process

3/28/11

Finalize definitiveagreements

Assess need to extendprocess to enable otherbuyers

Be ready to:

Have Board/Committeemeetings

Announce transaction

Coordinated and scriptedcommunication withemployees, customersand suppliers

4/4/11

4/11/11

6

Sponsor Fund Size Relevant Acquisitions and Portfolio Companies Founded: 1984Total assets: $65bn Founded: 1999Total assets: $5 bn Founded: 2000Total assets: $9 bn Founded: 1976Total assets: $42 bn Founded: 1985Total assets: $28 bn Founded: 1999Total assets: $13 bn Founded: 1992Total assets: $50 bn

Select Financial Buyers

___________________________

Source: Company website, FactSet, Capital IQ, Hoover's, OneSource.

/

Range of serious bidders may be limited to 4-5 parties

7

Potential Strategic Buyers for Shakespeare Complementary product roadmapsSanDisk in August launched its first product in embedded SSD categoryShakespeare's announced new strategic move into the Flash packaging focusing on Micro SD cards, SD cards, and USBsStrategic opportunity to leverage Shakespeare's current presence to penetrate Brazil market by offering full manufacturing capability and shorter lead timesSpecialized DRAM business not a clear fit Expand downstream by further integrating Shakespeare's highly differentiated specialty DRAM capabilities to drive higher margins and top line growthSynergistic product offering: Shakespeare's XceedIOPS SAS solution currently ships with Micron's MLC Flash componentsOpportunity to leverage Shakespeare's presence and relationships with Tier 1 OEMs to cross sell into the Brazil's high growth end marketsHigh volume focused NA #1 global memory module vendor - opportunity to acquire the closest competitor and further consolidate the marketShakespeare's dominant position in Brazil provides instant access to highly attractive end marketsAccess to Shakespeare's IP and expertise in enterprise-class SSS solutions to complement its consumer/computing SSS offeringPrivately held and has not executed M&A historically Expand downstream by further integrating Shakespeare's highly differentiated specialty DRAM capabilities to drive higher margins and top line growthDeveloping a new SSD controller in partnership with Seagate - enterprise-class SSD's slated for a "mid-2012" releaseHas not historically executed on M&A

Company

Strategic Rationale

Key Metrics

___________________________

Source: FactSet and I/B/E/S consensus estimates. Data as of 3/21/11.

($ in millions)

8

Disclaimer

This document has been prepared by Barclays Capital, the investment banking division of Barclays Bank PLC ("Barclays"), for information purposes only. This document isan indicative summary of the terms and conditions of the securities/transaction described herein and may be amended, superseded or replaced by subsequent summaries.The final terms and conditions of the securities/transaction will be set out in full in the applicable offering document(s) or binding transaction document(s).

This document shall not constitute an underwriting commitment, an offer of financing, an offer to sell, or the solicitation of an offer to buy any securities described herein,which shall be subject to Barclays' internal approvals. No transaction or services related thereto is contemplated without Barclays' subsequent formal agreement. Barclaysis not acting as a fiduciary. Accordingly you must independently determine, with your own advisors, the appropriateness for you of the securities/transaction beforeinvesting or transacting. Barclays accepts no liability whatsoever for any consequential losses arising from the use of this document or reliance on the information containedherein.

Barclays does not guarantee the accuracy or completeness of information which is contained in this document and which is stated to have been obtained from or is basedupon trade and statistical services or other third party sources. Any data on past performance, modelling or back-testing contained herein is no indication as to futureperformance. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any modelling or back-testing or anyother information contained herein. All opinions and estimates are given as of the date hereof and are subject to change and Barclays assumes no obligation to update thisdocument to reflect any such changes. The value of any investment may fluctuate as a result of market changes. The information herein is not intended to predict actualresults and no assurances are given with respect thereto. Nothing herein shall be deemed to constitute investment, legal, tax, financial, accounting or other advice.

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9

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