$19B deal for SanDisk: Western Digital SanDisk
Published: October 21, 2015
$19B deal for SanDisk: Western Digital SanDisk, Western Digital Corporation said on Wednesday that it had agreed to acquire the memory chip maker SanDisk Corporation in a cash-and-stock deal worth about $19 billion.
Under the terms of the deal, SanDisk investors would receive $86.50 a share in cash and stock for each share they hold, representing a 15 percent premium to SanDisk’s closing price on Tuesday.
“This transformational acquisition aligns with our long-term strategy to be an innovative leader in the storage industry by providing compelling, high-quality products with leading technology,” Stephen D. Milligan, the Western Digital chief executive, said in a news release.
“The combined company will be ideally positioned to capture the growth opportunities created by the rapidly evolving storage industry,” he added.
The acquisition is the latest in a flurry of deal making this year as suppliers of semiconductors and other computer components face greater pressure on pricing from device makers.
On Wednesday, Lam Research, a semiconductor equipment maker, announced that it had agreed to acquire KLA-Tencor in a cash-and-stock deal worth about $10.6 billion.
That followed an offer by Microsemi Corporation to acquire its fellow chip maker PMC-Sierra on Monday in a cash-and-stock deal valued at about $2.4 billion. Microsemi has sought to derail a competing proposal from Skyworks Solutions, a rival chip maker and supplier to Apple.
Intel, the world’s largest maker of computer chips; Avago Technologies; and NXP Semiconductors have also made multibillion-dollar acquisitions this year.
Mr. Milligan, the Western Digital chief executive, will be chief executive of the combined company, which will be based in Irvine, Calif. Sanjay Mehrotra, the SanDisk president and chief executive, is expected to join Western Digital’s board of directors after the deal closes.
The transaction is subject to shareholder and regulatory approval and is expected to close in the third quarter of 2016. It has been approved by the boards of directors of both companies.
Founded in 1988, SanDisk, based in Milpitas, Calif., manufactures flash memory chips and other digital storage for personal computers, data centers and consumer electronics, including smartphones and tablets. The company posted revenue of $6.6 billion in 2014 and had about 8,700 employees.
“Joining forces with Western Digital will enable the combined company to offer the broadest portfolio of industry-leading, innovative storage solutions to customers across a wide range of markets and applications,” Mr. Mehrotra, the SanDisk president and chief executive, said in a news release.
Under the terms of the deal, Western Digital expects to pay $85.10 a share in cash and 0.0176 shares of its shares for each share of SanDisk. That price is contingent on the closing of a separate deal by the Chinese hardware manufacturer and vendor Unisplendour to take a 15 percent stake in Western Digital for $3.78 billion.
If the Unisplendour transaction hasn’t closed or is terminated, Western Digital will pay $67.50 in cash and 0.2387 shares of its stock for each share of SanDisk.
Western Digital said it expected to finance the deal though a combination of cash, debt and stock.
Founded in 1970, Western Digital, based in Irvine, manufactures hard drives and other digital storage devices. It posted revenue of $14.6 billion in 2014 and had about 76,000 employees.
Bank of America Merrill Lynch, JPMorgan Chase, Credit Suisse and Rothschild and the law firms Cleary Gottlieb Steen & Hamilton and Baker & McKenzie advised Western Digital, while Goldman Sachs and the law firm Skadden, Arps, Slate, Meagher & Flom advised SanDisk.
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