8-KOther Events

WESTERN DIGITAL CORP 8-K Report, Corporate Update (Nov 12, 2015)

Filed November 12, 2015For Securities:WDC

Summary

This 8-K filing from Western Digital Corporation (WDC) on November 12, 2015, provides an update on a significant transaction: the company's agreement to issue and sell approximately $3.775 billion worth of its common stock to Unis Union Information System Ltd., a subsidiary of Unisplendour Corporation Limited. This filing confirms that key regulatory approvals from China's Ministry of Commerce and the National Development and Reform Commission have been obtained by the Guarantor, and shareholder approval was also secured on November 6, 2015. While certain closing conditions remain, the transaction is expected to be completed in late 2015 or early 2016. Investors should note that this filing also serves as solicitation material related to the proposed merger between Western Digital and SanDisk. The company is urging investors to review all relevant SEC filings, including the forthcoming joint proxy statement/prospectus, for comprehensive details on both the equity transaction and the merger. The forward-looking statements section highlights potential risks and uncertainties that could affect the timing and successful completion of these transactions and their expected benefits.

Key Highlights

  • 1Western Digital is proceeding with a previously announced transaction to sell approximately $3.775 billion in common stock to Unis Union Information System Ltd.
  • 2Key Chinese regulatory approvals (Ministry of Commerce and NDRC) for the transaction have been received by the Guarantor.
  • 3Shareholder approval for the transaction was obtained by the Guarantor on November 6, 2015.
  • 4The closing of the equity transaction is anticipated in the fourth quarter of calendar 2015 or the first quarter of calendar 2016, subject to remaining closing conditions.
  • 5The 8-K filing also pertains to the proposed merger with SanDisk and advises investors to consult related SEC filings for comprehensive information.
  • 6Forward-looking statements included in the filing indicate potential risks and uncertainties that could impact the closing and benefits of the transactions.

Frequently Asked Questions

The primary purpose of this 8-K filing is to provide an update on the status of Western Digital's agreement to sell approximately $3.775 billion of its common stock to Unis Union Information System Ltd., specifically confirming that certain key regulatory and shareholder approvals have been obtained. It also serves as notification that this communication may be considered solicitation material for the proposed merger with SanDisk.

Not all approvals are secured. The filing states that two significant Chinese regulatory approvals (Ministry of Commerce and National Development and Reform Commission) have been received by the Guarantor, and the Guarantor's shareholders approved the transaction. However, the closing remains subject to certain other closing conditions.

Western Digital expects the transaction to close in the fourth quarter of calendar 2015 or the first quarter of calendar 2016, provided all remaining closing conditions are met.

This filing is also designated as solicitation material in respect of the proposed merger between Western Digital and SanDisk. Investors are strongly encouraged to read the joint proxy statement/prospectus and other relevant SEC filings for detailed information regarding the merger.