Davis Polk is advising SMART Modular Technologies (WWH), Inc. (SMART) in connection with its $645 million acquisition by Silver Lake Partners and Silver Lake Sumeru. 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 transaction is expected to close in the third quarter of 2011.

SMART is a Newark, California-based independent designer, manufacturer and supplier of electronic sub-systems to original equipment manufacturers. Silver Lake Partners is a Menlo Park, California-based private equity and venture capital firm specializing in investments in established large-cap companies. Silver Lake Sumeru is a fund of Silver Lake Partners and Shah Capital Partners.

The Davis Polk corporate team includes partner Alan F. Denenberg and associates Shan Jiang and Steve Valenzuela. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa are providing tax advice. Counsel Cynthia Akard is providing benefits advice. Partner Neal A. Potischman and associate Rosanna Lipscomb are providing litigation advice. All members of the Davis Polk team are based in the Menlo Park office.