MILPITAS, Calif. -- Combination Would Deliver Substantial Immediate And Long-Term Value to Shareholders of Both Companies
Combined Business Would Have Superior Global Brand, Unparalleled Technology Platform and Scale, and Resources to Drive Convergence
Seoul, Korea, September 17, 2008 Samsung Electronics (005930:KS) (Samsung)
today announced that it has sent a letter to the Board of Directors of SanDisk (NASDAQ:
SNDK) (SanDisk) reiterating its proposal to acquire SanDisk for $26 per share in cash.
The full text of the letter follows:
September 17, 2008
Board of Directors
SanDisk Corporation
601 McCarthy Boulevard
Milpitas, CA 95035
Attention:
Dr. Eli Harari, Chairman and Chief Executive Officer
Mr. Irwin Federman, Vice Chairman and Lead Independent Director
Dear Eli and Irwin:
We are in receipt of your letter dated September 15, 2008 and are deeply disappointed that
after four months of discussions and meetings in Seoul and San Francisco about a possible
business combination, SanDisk Corporation (SanDisk) continues to cling to unrealistic
expectations on both its standalone market value and an appropriate merger price. Under our
proposal, which we are reiterating here, we remain prepared to acquire all of the outstanding
shares of SanDisk for $26 per share in cash. As you know, our proposal is not subject to any
financing contingency and the entire purchase price will be funded with our cash on hand and
available financing.
This offer is full and fair and we believe that, given an opportunity, your shareholders would
agree. It constitutes a very substantial premium to SanDisks share price and would deliver to
your shareholders an immediate cash premium of 93% over SanDisks closing share price on
September 4, 2008, the day before news reports indicated that we were in discussions about a
business combination. Furthermore, it is a premium of 80% over your closing share price on
September 15, 2008, and a 66% and 164% premium to your 30-day weighted average price
and enterprise value as of September 4, 2008, respectively.
Despite the significant premium we propose to SanDisks current stock price, your letter
states that our proposed price does not reflect the intrinsic value of SanDisks business
and references the 52-week high. The world has changed dramatically in the past 52
weeks as can be seen from SanDisks own disappointing results. Consumer spending and
the overall economic situation have been getting worse. It will take the NAND flash
market quite a bit of time to recover. Notwithstanding the current market conditions, to
stay competitive, SanDisk will need to fund critical investment and development over the
next several months cost cutting alone will not suffice. Our offer insulates your
shareholders from the risk of market conditions that have severely deteriorated and are
expected to remain challenging. As highlighted above, we strongly believe that there is
significant execution risk of achieving any stand-alone plan.
While it has been and remains our strong preference to continue to work with you to reach a
binding merger agreement in a cooperative and expeditious fashion, we have become
increasingly concerned that the lack of progress is not serving the interests of either
companys shareholders. For this reason, and the fact that speculation has grown since the
early September news reports, we feel compelled to clarify our intentions publicly.
