Davis Polk advised SMART Global Holdings, Inc. in connection with its acquisition of Penguin Computing, Inc., a global provider of high-performance computing, artificial intelligence and data center solutions. The aggregate consideration payable by the SMART for the acquisition is up to $85 million, which includes up to $25.0 million of potential cash earn-out payments based on Penguin’s achievement of specified gross profit levels through December 31, 2018.
Headquartered in Cayman Islands, SMART develops specialty memory solutions, serving the electronics industry for over 25 years. Their business has historically focused on Dynamic Random Access Memory, or DRAM, components and modules for desktops, notebooks and servers. In their specialty memory solutions business, SMART offers a portfolio of over 2,000 products, which includes all generations of DRAM, as well as embedded and removable Flash, enterprise memory and hybrid volatile and non-volatile memory solutions.
The Davis Polk corporate team included partner Alan F. Denenberg, counsel Jason Bassetti and associates Benson Richards and Lucas Tejwani. Partner Rachel D. Kleinberg and associate Gil Savir provided tax advice. The intellectual property team included partner Frank J. Azzopardi and associate Jason J. Bang. Counsel David Mollo-Christensen provided executive compensation advice. Members of the Davis Polk team are based in the Northern California and New York offices.