Western Digital to Buy Sandisk for $19B

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Deal of the Week: Western Digital to Buy SanDisk for $19B Announcement Date October 21, 2015 Acquirer Western Digital Corporation (NASDAQ: WDC) Acquirer Description Engages in the development, manufacture, sale, and provision of data storage solutions worldwide Founded in 1970 and headquartered in Irvine, California Acquirer Financial Mkt Cap: $15.5 billion LTM EBITDA: $2.9 billion Statistics EV: $12.8 billion LTM EV / Revenue: 0.9x LTM Revenue: $14.6 billion LTM EV / EBITDA: 4.4x Target Company SanDisk Corporation (NASDAQ: SNDK) Target Description Designs, develops, manufactures, and markets data storage solutions in the United States and internationally Founded in 1988 and headquartered in Milpitas, California Target Financial Mkt Cap: $15.7 billion LTM EBITDA: $1.5 billion Statistics EV: $16.4 billion LTM EV / Revenue: 2.8x LTM Revenue: $5.8 billion LTM EV / EBITDA: 11.1x Acquirer Advisors BAML, JPMorgan Chase, Credit Suisse and Rothschild Target Advisor Goldman Sachs Price / Consideration Price: $19 billion Consideration: Cash and Stock Rationale “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 “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 Deal Points SanDisk investors would receive $86.50 per share in cash and stock, representing a 15% premium to SanDisk’s closing price on Tuesday 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% 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 Of Note Western Digital's move to buy SanDisk is the latest in a flurry of deals in the U.S. semiconductor industry, which has been hit by a supply glut and cheaper products from China that have driven down memory chip prices [email protected] www.pillarsofwallstreet.com .

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