IRVINE, Calif., June 13, 2016 /PRNewswire/ -- Western
Digital® Corporation ("Western Digital") (NASDAQ: WDC)
and its wholly-owned subsidiary SanDisk Corporation ("SanDisk")
announced today that holders of approximately $996 million, or 99% of the outstanding principal
amount, of their 1.5% Convertible Senior Notes due 2017 (the "2017
Notes") and approximately $1,438
million, or 96% of the outstanding principal amount, of
their 0.5% Convertible Senior Notes due 2020 (the "2020 Notes" and,
together with the 2017 Notes, the "Notes") converted their Notes at
the temporarily increased conversion rates that expired on
June 9, 2016. In addition, holders of
$100,000 principal amount of the 2017
Notes and $2,000 principal amount of
the 2020 Notes required SanDisk to purchase their notes at par plus
accrued and unpaid interest by tendering their notes pursuant to
the terms of the tender offer announced by SanDisk on May 12, 2016.
The terms of the tender offer and detail regarding the temporary
conversion rates were described in the Schedule TO and attached
"Designated Event Company Notice And Offer To Purchase" filed by
SanDisk with the Securities and Exchange Commission ("SEC") on
May 12, 2016.
The conversion rates for the Notes has reverted to (subject to
adjustment per the applicable indenture):
- with respect to the 2017 Notes: 19.7302 units of reference
property, corresponding to 4.7096 shares of Western Digital common
stock and $1,331.79, per $1,000 principal amount of 2017 Notes;
and
- with respect to the 2020 Notes: 10.9006 units of reference
property, corresponding to 2.6020 shares of Western Digital common
stock and $735.79, per $1,000 principal amount of 2020 Notes. The 2020
Notes cannot currently be converted because the conditions set
forth in the applicable indenture have not been
satisfied.
Each unit of "reference property" is equal to the consideration
paid for one share of SanDisk common stock in the merger, which was
$67.50 and 0.2387 share of Western
Digital common stock. Prior to the expiry of the temporarily
increased conversion rate, the conversion rate for the 2017 Notes
was increased by 1.0702 units of reference property and the
conversion rate for the 2020 Notes was increased by 2.8720 units of
reference property.
Conversions of the Notes are governed by the terms of the
applicable indenture. All conversions will be net share settled in
accordance with the terms of the relevant indenture. Assuming the
market price of Western Digital common stock is $48.17 (its closing price as reported on Nasdaq
on June 9, 2016) throughout the
observation period during which the conversion consideration will
be calculated following holders' elections to convert, Western
Digital would issue an aggregate of approximately 2.3 million
shares (equal to approximately 0.8% of the outstanding shares of
Western Digital common stock as of June 9,
2016, taking such issuance into account) and pay an
aggregate of approximately $3.1 billion
dollars in cash to holders that converted. The actual number
of Western Digital shares issued and cash paid by Western Digital
will be determined by its stock price during the 20 trading day
observation applicable to each holder that has converted.
In addition, holders that tendered their Notes will receive an
aggregate of approximately $102,500.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or an offer to
purchase any securities. In connection with the above-described
tender offer, SanDisk filed with the SEC on May 12, 2016 a Schedule TO, including an attached
"Designated Event Company Notice And Offer To Purchase" which
contains details regarding the temporary conversion rate and
processes for tendering and converting Notes. This material is not
a substitute for the Schedule TO, "Designated Event Company Notice
And Offer To Purchase" or for any other document that Western
Digital or SanDisk may file with the SEC in connection with the
tender offer or the right of Noteholders to convert their Notes at
a temporarily increased conversion rate. Investors and Noteholders
are able to obtain copies of the Schedule TO and attached
"Designated Event Company Notice And Offer To Purchase" as well as
other filings containing information about Western Digital and
SanDisk, without charge, at the SEC's website, http://www.sec.gov.
Copies of the "Designated Event Company Notice And Offer To
Purchase" and documents filed with the SEC by Western Digital are
available free of charge on Western Digital's website at
http://www.wdc.com.
About Western Digital
Western Digital is an industry-leading provider of storage
technologies and solutions that enable people to create, leverage,
experience and preserve data. The company addresses ever-changing
market needs by providing a full portfolio of compelling,
high-quality storage solutions with customer-focused innovation,
high efficiency, flexibility and speed. Our products are marketed
under the HGST, SanDisk and WD brands to OEMs, distributors,
resellers, cloud infrastructure providers and consumers. Financial
and investor information is available on the company's Investor
Relations website at investor.wdc.com.
Forward-Looking Statements
Statements contained in this press release that refer to future
events or other non-historical facts are forward-looking statements
that reflect Western Digital's current perspective of existing
trends and information as of the date of this release. Except as
expressly required by law, Western Digital disclaims any intent or
obligation to update these forward-looking statements. Actual
results may differ materially from Western Digital's current
expectations depending upon a number of factors affecting Western
Digital's business. These factors include, among others, the impact
of competitive products and pricing; market acceptance of and
continued demand for Western Digital's products; risks associated
with acquisitions, mergers and joint ventures; difficulties or
delays in manufacturing; and other risks and uncertainties detailed
in Western Digital's periodic public filings with the SEC.
Western Digital, WD, the HGST logo, SanDisk and G-Technology are
registered trademarks or trademarks of Western Digital Corporation
or its affiliates in the U.S. and/or other countries. Other
trademarks, registered trademarks, and/or service marks, indicated
or otherwise, are the property of their respective owners.
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SOURCE Western Digital Corp.