Western Digital’s SanDisk Subsidiaries Seek Injunctive Relief Against Toshiba Corporation in the Superior Court of California
June 14 2017 - 8:33PM
Business Wire
Western Digital Corp. (NASDAQ: WDC) today announced that several
of its SanDisk subsidiaries have sought preliminary injunctive
relief in the Superior Court of California for the County of San
Francisco (“the Court”) preventing Toshiba Corporation (“Toshiba”)
from transferring its three NAND flash-memory joint ventures (“the
JVs”) operated with Western Digital until the request of the
SanDisk subsidiaries for injunctive relief in arbitration is
decided by the arbitral tribunal.
Steve Milligan, chief executive officer of Western Digital,
stated, “Western Digital has been working tirelessly to reach an
agreement that is beneficial to all stakeholders. Toshiba
Corporation’s attempts to circumvent our contractual rights have
left us with no choice but to take this action. It is our concern
that, left unchecked, Toshiba would pursue a course that clearly
violates these rights and also runs decidedly counter to the best
interests of the JVs and also to the hard working people at Toshiba
Corporation’s NAND Flash business in Japan. Western Digital’s
desire to work collaboratively with Toshiba for the benefit of the
JVs and Japan is stronger than ever, and we will continue to pursue
a solution that is in the best interests of all parties.”
Western Digital issued the following statement:
The anti-transfer provisions of the relevant
agreements between Toshiba and SanDisk, which govern their NAND
flash memory joint ventures (“JV agreements”), are unambiguous and
explicitly require that Toshiba obtain SanDisk’s consent prior to
any transfer of JV interests. Toshiba has acknowledged and
validated SanDisk’s consent rights on multiple occasions in the
past.
While we have worked diligently with both
Toshiba and the Japanese government to develop a solution that is
in the best interests of all parties, Toshiba has continued to try
to invent ways to circumvent Western Digital’s bargained-for
consent rights under the JV agreements. Toshiba has likewise
continued to obstruct all of Western Digital’s efforts to achieve
an amicable resolution. As a result, we have been left with no
choice but to take further steps to ensure that Toshiba does not
unilaterally pursue a course of action that violates our clear
contractual rights – one that would also be to the detriment of the
JVs and Japan at large.
Western Digital filed a request for
injunctive relief in order to protect its interest in the JVs and
its consent rights. Toshiba has no right to offer to transfer its
JV interests to a third party and has no ability to enter into any
transaction with a third party without obtaining our consent. We
are confident in our ability to protect our interests and
rights.
On May 14, 2017, Western Digital announced that several of its
SanDisk subsidiaries filed a Request for Arbitration with the ICC
International Court of Arbitration related to the three NAND
flash-memory joint ventures operated with Toshiba, and Western
Digital is moving forward with the arbitration.
The Court filings will be available on the website for the
Superior Court of California, County of San Francisco, which can be
accessed at http://sfsuperiorcourt.org/online-services.
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
This news release contains certain forward-looking statements,
including statements concerning the JVs, SanDisk’s rights under the
JV agreements and Western Digital’s or SanDisk’s actions in
response to Toshiba’s agreement to sell its memory business. There
are a number of risks and uncertainties that may cause these
forward-looking statements to be inaccurate including, among
others: uncertainties with respect to the company's business
ventures with Toshiba; volatility in global economic conditions;
business conditions and growth in the storage ecosystem; impact of
competitive products and pricing; market acceptance and cost of
commodity materials and specialized product components; actions by
competitors; unexpected advances in competing technologies; our
development and introduction of products based on new technologies
and expansion into new data storage markets; risks associated with
acquisitions, mergers and joint ventures; difficulties or delays in
manufacturing; and other risks and uncertainties listed in the
company's filings with the Securities and Exchange Commission (the
"SEC"), including the company's Form 10-Q filed with the SEC on May
8, 2017, to which your attention is directed. You should not place
undue reliance on these forward-looking statements, which speak
only as of the date hereof, and the company undertakes no
obligation to update these forward-looking statements to reflect
subsequent events or circumstances.
Western Digital, WD and SanDisk 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. © 2017 Western Digital
Corporation or its affiliates. All rights reserved.
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Western Digital Corp.Bob BlairInvestor
Relations949.672.7834robert.blair@wdc.comorJim PascoeMedia
Relations408.717.6999jim.pascoe@wdc.comorJoele Frank, Wilkinson
Brimmer KatcherEric Brielmann / Jed Repko / Ed Trissel415.869.3950
/ 212.355.4449wdcmedia@joelefrank.com
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