8-KMaterial AgreementsOther EventsExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Agreement Terminated (Feb 23, 2016)

Filed February 23, 2016For Securities:WDC

Summary

Western Digital Corporation (WDC) announced on February 23, 2016, the termination of a significant stock purchase agreement with Unis Union Information System Ltd., a subsidiary of Unisplendour Corporation Limited. The agreement, valued at approximately $3.775 billion for the sale of WDC common stock, was terminated by the investor after the U.S. Committee on Foreign Investment in the United States (CFIUS) initiated an investigation. This termination does not involve early termination penalties for WDC. Despite the termination of the stock purchase agreement, a previously announced joint venture between WDC and Unisplendour for marketing and developing data center storage systems in China will continue unaffected. This joint venture, where Unisplendour will hold a 51% stake and WDC 49%, is a separate initiative from the stock purchase. Investors should note that WDC is also in the process of acquiring SanDisk, and the outcome of that merger is subject to various closing conditions and potential risks detailed in their SEC filings.

Key Highlights

  • 1Termination of $3.775 billion stock purchase agreement with Unis Union Information System Ltd.
  • 2Termination triggered by CFIUS investigation and investor notification within a specified period.
  • 3No early termination penalties incurred by Western Digital (WDC).
  • 4A previously announced joint venture with Unisplendour for data center storage in China will proceed as planned.
  • 5The joint venture will be 51% owned by Unisplendour and 49% by WDC.
  • 6WDC is also pursuing the acquisition of SanDisk, which involves separate regulatory approvals and risks.
  • 7The filing also references ongoing information and risks related to the proposed SanDisk merger.

Frequently Asked Questions

The agreement was terminated by the investor (Unis Union Information System Ltd.) after the U.S. Committee on Foreign Investment in the United States (CFIUS) informed Western Digital that it was undertaking an investigation into the transaction. This triggered a termination window for either party.

No, Western Digital will not incur any early termination penalties in connection with the termination of the stock purchase agreement.

No, the joint venture agreement to market and sell data center storage systems in China and to develop future data center storage solutions for the Chinese market will continue unaffected by the termination of the stock purchase agreement.

The joint venture will be owned 51% by Unisplendour Corporation Limited and its subsidiary Unissoft (Wuxi) Co., Ltd., and 49% by Western Digital Corporation.