Actionable news
All posts from Actionable news
Actionable news in SNDK: SanDisk Corporation,

Prospectuses and communications, business combinations

QuickLinks -- Click here to rapidly navigate through this document

Washington, D.C. 20549


Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2015 (October 21, 2015)

SANDISK CORPORATION (Exact name of registrant as specified in its charter)

951 SanDisk Drive, Milpitas, California 95035
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (408) 801-1000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 1.01. Entry into a Material Definitive Agreement.

Merger Agreement

On October 21, 2015, SanDisk Corporation, a Delaware corporation (" SanDisk " or the " Company "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Western Digital Corporation, a Delaware corporation (" Western Digital " or " Parent ") and Schrader Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (" Merger Sub ").

The Merger

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the " Merger "), with the Company as the surviving corporation and a wholly-owned subsidiary of Parent. The time at which the Merger becomes effective, pursuant to the terms of the Merger Agreement, is referred to as the " Effective Time ," the closing of the Merger is referred to as the " Closing " and the date on which the Closing occurs is referred to as the " Closing Date ."

As publicly announced by Parent in Parent's Current Report on Form 8-K filed on September 30, 2015, on September 29, 2015, Parent entered into a stock purchase agreement with Unis Union Information System Ltd., a Hong Kong corporation (the " Unis Investor "), and Unisplendour Corporation Limited, a Chinese corporation (the " Unis Guarantor " and, together with Unis Investor, the " Unis Parties "), pursuant to which Parent agreed to issue and sell to the Unis Investor 40,814,802 shares of Parent's common stock, $0.01 par value (the " Parent Common Stock ") for $92.50 per share, for an aggregate purchase price of approximately $3.775 billion, and the Unis Guarantor agreed to guarantee the payment and performance of the Unis Investor's obligations therein (collectively, the " Unis Transaction " and, the consummation of the Unis Transaction, the " Unis Closing "). The obligations of Parent and the Unis Parties to cause the Unis Closing to occur are subject to certain regulatory and other conditions as described in Parent's public filings, including clearance by the U.S. Committee on Foreign Investment in the United States (" CFIUS "), the receipt of requisite regulatory approvals and approval of the Unis Transaction by stockholders of the Unis Guarantor.

In the Merger, each issued and outstanding share of common stock of the Company, $0.001 par value (the " Company Common Stock "), other than shares of Company Common Stock held in the treasury of the Company, shares of Common Stock owned by stockholders who have validly exercised their appraisal rights under Delaware law and shares of Common Stock owned by Parent or any subsidiary of Parent (including Merger Sub), will be converted into the right to receive the below consideration per share of Company Common Stock, subject to reallocation as described further below (the " Per Share Merger Consideration "):

The above allocation between cash and shares of Parent Common Stock is subject to reallocation, at Parent's election, if the amount of cash that the Company has available for use in the United States without payment of withholding or United States income taxes on the Closing Date falls short of a target cash amount of $4.049 billion, if the Closing occurs before June 30, 2016, or $4.139 billion, if the Closing occurs on or after June 30, 2016 (the amount of such shortfall, if any, the " Closing Cash Shortfall "). If Parent so elects, the cash portion of the Per Share Merger Consideration will be reduced by the Closing Cash Shortfall, divided by the number of shares of Company Common Stock outstanding as of the Closing Date (the " Per Share Cash Reduction Amount "), and the Parent Common Stock portion of the Per Share Merger Consideration will be correspondingly increased by a

number of shares of Parent Common Stock equal to the Per Share Cash Reduction Amount divided by $79.5957.

The transaction will be financed by a mix of cash, new debt financing and Parent Common Stock. In connection with the transaction, Parent expects to enter into new debt facilities totaling $18.1 billion. Parent has received commitments for a $1 billion revolving credit facility, $3 billion in amortizing term loans, $6 billion in other term loans and $8.1 billion in secured and unsecured bridge facilities. The proceeds from the new debt facilities are expected to be used to pay part of the purchase price, refinance existing debt of Parent and the Company and pay transaction related fees and expenses.

Effect on Company Equity Awards.

The treatment of Company stock options under the Merger Agreement will vary depending on whether the exercise price of such options exceeds the value of the Per Share Merger Consideration as of the Closing Date (the " Closing Merger Consideration Value "), determined by the sum of (i) the cash portion of the applicable Per Share Merger Consideration and (ii) the value of the Parent Common Stock portion of the Per Share Merger Consideration based on the volume weighted average trading price of the Parent Common Stock over the five trading days preceding the Closing Date.

Under the Merger Agreement, Parent will assume all unvested and outstanding Company stock options, all unvested restricted stock units and all outstanding Company stock options with a per share exercise price that is greater than or equal to the Closing Merger Consideration Value (whether or not such options have vested) held by employees immediately prior to the Closing. All such stock options and restricted stock units will be converted into Parent stock options and restricted stock units, respectively, pursuant to the exchange ratio set forth...