In a press release this morning, SanDisk Corporation (NASDAQ:SNDK) said it will buy Fusion-IO, Inc. (NYSE:FIO) in a deal worth about $1.1 billion, net of assumed cash. The two companies said they have entered into a definitive agreement for the all-cash offer.

Sandisk

SanDisk to begin a tender offer

Under the terms of the agreement, SanDisk Corporation (NASDAQ:SNDK) will begin a tender offer to buy all of Fusion-IO, Inc. (NYSE:FIO)’s outstanding shares for $11.25 each. The company said it will fund the transaction using some of the cash that’s on its balance sheet. SanDisk management said the Fusion-IO acquisition will speed up their plans to transform enterprise data centers into flash-based systems and help companies manage their rising data workloads at lower costs.

“Customers will benefit from the addition of Fusion-io’s leading PCIe solutions to SanDisk’s vertically integrated business model,” said SanDisk Corporation (NASDAQ:SNDK) president and CEO Sanjay Mehrotra in a statement. “We look forward to working with the world-class engineering and go-to-market teams from Fusion-io to provide high-value solutions to customers around the world.”

Fusion-IO, Inc. (NYSE:FIO) management said the acquisition by SanDisk provides its employees, shareholders and customers with a “compelling opportunity.”

“Fusion-io’s innovative hardware and software solutions will be augmented by SanDisk’s worldwide scale and vertical integration, enabling a combined company that can offer an even more compelling value proposition for customers and partners,” Shane Robison, Fusion-IO, Inc. (NYSE:FIO) chairman and CEO, said in a statement.

SanDisk, Fusion-IO hold conference call

SanDisk Corporation (NASDAQ:SNDK) and Fusion-IO, Inc. (NYSE:FIO) held a conference call starting at 8:30 a.m. to discuss the transaction with shareholders. The two companies said they expect the transaction to close in SanDisk Corporation (NASDAQ:SNDK)’s third quarter. They expect it to be accretive to the company’s non-GAAP earnings in the second half of its fiscal year 2015.

Both companies’ boards of directors have already approved the transaction, although it is subject to regulatory approval and also the tender offer’s completion.