Summary
Western Digital Corp. (WDC) has announced a significant step towards the separation of its flash business through a spin-off transaction. The Securities and Exchange Commission (SEC) declared effective Amendment No. 3 to the Registration Statement on Form 10 for Sandisk Corporation, the entity that will house the flash business. This filing is a critical milestone, clearing the way for the distribution of Sandisk shares to WDC stockholders. This spin-off will create an independent, publicly traded Sandisk, focused solely on the flash business, while Western Digital will continue as a separate entity concentrating on its hard disk drive (HDD) operations. Investors should note the key dates provided for trading commencement on a "when-issued" basis and regular-way trading for Sandisk, as well as the record date for the distribution, which will occur on February 21, 2025. Following the separation, WDC will continue to trade under its existing symbol.
Key Highlights
- 1SEC declared effective Sandisk Corporation's Registration Statement on Form 10, Amendment No. 3, paving the way for the flash business spin-off.
- 2The spin-off will create an independent, publicly traded Sandisk focused on the flash business.
- 3Western Digital Corporation will continue as a separate entity focusing on its hard disk drive (HDD) business.
- 480.1% of Sandisk's outstanding shares will be distributed to existing WDC stockholders on a pro rata basis.
- 5Sandisk expects to commence "when-issued" trading on Nasdaq under the symbol "SNDK" on February 13, 2025 (one business day after the February 12, 2025 record date).
- 6Regular-way trading of Sandisk common stock is expected to begin on Nasdaq under the symbol "SNDK" on February 24, 2025.
- 7The spin-off distribution is expected to be effective on February 21, 2025, at 11:59 p.m. Pacific time.