Investor FAQ

SanDisk Corporation, the world's largest supplier of flash data storage card products, designs, manufactures and markets industry-standard, solid-state data, digital imaging and audio storage products using its patented, high-density flash memory and controller technology. SanDisk is based in Milpitas, California.

When did SanDisk acquisition of msystems close?

The acquisition formally closed on November 19, 2006.

I am a former msystems stock holder. What stock will I own after the acquisition closes?

At the effective time of the merger, msystems (FLSH) shareholders will be entitled to receive, for each msystems ordinary share they hold, 0.76368 of a share of SanDisk (SNDK) common stock.

What if I own fractional shares?

You will not receive fractional shares of SanDisk common stock. Instead of receiving a fractional share of SanDisk common stock (after aggregating all the fractional shares of SanDisk common stock that you would otherwise be entitled to receive), you will receive cash (rounded to the nearest whole cent), without interest, equal to that fraction multiplied by the $46.298 average closing price of one share of SanDisk common stock for the five consecutive trading days ending on and including the second trading day immediately prior to the closing of the merger, as reported on the NASDAQ Global Market.

As an example, if you owned 100 FLSH shares on the day when the average closing price of one SNDK share for the five consecutive trading days on and including the second trading day immediately prior to the closing of the merger was $46.298, you will receive:

i. 76 SNDK shares (100 shares of FLSH x 0.76368)
ii. Cash payment of $17.04 (0.368 fractional SNDK share x $46.298)

What is the procedure and time table for getting paid out on SanDisk stock after the acquisition closes?

If you hold msystems physical stock certificates:

1. You will receive a letter of transmittal from Computershare Trust Company, Inc., the exchange agent for the SanDisk/msystems acquisition. The transmittal letter will detail the procedures for msystems stockholders to exchange their certificates for SanDisk common stock certifications and to exchange any fractional shares for cash.
2. Please allow approximately 2 weeks to receive your Letter of Transmittal. If you believe that msystems and its transfer agent do not have your current address, you have not received a Letter of Transmittal or need an additional Letter of Transmittal, please contact Computershare at (303) 262-0889 or 1 (800) 962-4284.
3. As directed in the letter of transmittal, former msystems stockholders need to return the Letter of Transmittal with their stock certificates to Computershare Investor Services, L.L.C. in order to receive the merger consideration. Once the Letter of Transmittal has been received by Computershare, they will process the information and mail new SanDisk stock certificates back to the shareholder.
4. Please note that if you hold shares through a bank or broker you will NOT receive a Letter of Transmittal and do not need to complete a Letter of Transmittal.

1. If you hold your shares through a broker or bank, they will handle the conversion of your shares. You do not need to take any action. Please note that some banks or brokers may compute the cash in lieu of fractional shares slightly differently.

What are the tax consequences relative to the exchange of my shares?

This is an all-stock transaction that does not trigger a taxable event under U.S. tax laws.

How can I contact Computershare Trust Company, Inc.?

Computershare Trust Company, Inc. is located at 350 Indiana Street, Golden, CO 80401. Their phone number is (303) 262-0889 or 1 (800) 962-4284.

Is there a difference between the existing SanDisk shares and the ones issued to former msystems shareholders? Do they have the same CUSIP number?

There is no difference. All SanDisk shares have the CUSIP #80004C101.

If I am existing SanDisk shareholder, how do I receive my shares of new SanDisk stock?

No action is required. Your shares of old SanDisk Corporation common stock now represent shares of new SanDisk Corporation common stock.

What happens to my mystems convertible note?

The msystems convertible note outstanding will be assumed by SanDisk while complying with the terms of the note. SanDisk will reserve for issuance a sufficient number of shares of SNDK for delivery whenever the note is converted. The exchange ratio of 1 FLSH: 0.76368 SNDK will be applied towards the conversion.