8-KRegulation FDExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Regulation FD Disclosure (Nov 17, 2015)

Filed November 17, 2015For Securities:WDC

Summary

This Form 8-K filing from Western Digital Corporation (WDC) on November 17, 2015, primarily serves to disclose materials being presented to investors regarding several significant corporate events. The company is actively engaging with investors from November 17th to November 19th, 2015, to discuss its proposed acquisition of SanDisk Corporation. This strategic move aims to expand WDC's capabilities and market reach within the storage industry. In addition to the SanDisk acquisition, the filing highlights two other crucial developments: a planned investment in Western Digital by Unisplendour Corporation Limited (Unis) and the approval of a joint venture between Western Digital, Unis, and its subsidiary, Unissoft (Wuxi) Group Co., Ltd., by the Ministry of Commerce of the People's Republic of China. These announcements signal substantial strategic partnerships and potential growth avenues for the company.

Key Highlights

  • 1Western Digital (WDC) is actively engaging with investors to discuss the proposed acquisition of SanDisk Corporation.
  • 2The company is also presenting information on a planned investment by Unisplendour Corporation Limited (Unis).
  • 3A joint venture between WDC, Unis, and Unissoft (Wuxi) Group Co., Ltd. has received approval from China's Ministry of Commerce.
  • 4These discussions and disclosures are occurring during investor meetings from November 17-19, 2015.
  • 5The filing includes presentation materials (Exhibits 99.1 and 99.2) related to these corporate actions.
  • 6Risks and uncertainties associated with the SanDisk merger are detailed, including potential shareholder approval issues and integration challenges.
  • 7The company emphasizes that forward-looking statements are not guarantees and are subject to various risks.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose materials being used by Western Digital's management when meeting with investors. These materials cover the proposed acquisition of SanDisk Corporation, a planned investment by Unisplendour Corporation Limited, and an approved joint venture with Unis and its subsidiary.

Western Digital is discussing its proposed acquisition of SanDisk Corporation, which is a significant move to expand its storage technology and market presence. Additionally, they are discussing a strategic investment from Unisplendour Corporation Limited and a joint venture with Unis and its subsidiary, which has received Chinese regulatory approval.

The filing outlines several risks and uncertainties related to the SanDisk merger, including the potential for SanDisk or Western Digital stockholders not approving the transaction, adverse reactions from business relationships, uncertainties regarding the timing and satisfaction of closing conditions, potential governmental approvals or delays, negative impacts on WDC's stock price, competitive responses, challenges in integrating SanDisk's operations, difficulties in achieving expected cost savings and synergies, unexpected costs, litigation, and the inability to retain key personnel.

The information set forth in Item 7.01, including Exhibits 99.1 and 99.2, is being 'furnished' and shall not be deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any WDC filing under the Securities Act of 1933 or the Exchange Act.