SanDisk ( SNDK) agreed to buy msystems ( FLSH) for $1.35 billion in stock. The companies said 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 30 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. The companies said the deal "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."