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|SanDisk Comments on Samsung's Withdrawal of Proposal|
MILPITAS, Calif.--(BUSINESS WIRE)--
SanDisk(R) Corporation (NASDAQ: SNDK), the world's largest supplier of flash storage card products, today issued the following statement in response to Samsung Electronics Co., Ltd's (KSE: 005930) announcement that it has withdrawn its unsolicited, non-binding proposal to acquire SanDisk for $26 per share in cash:
From the start of this process SanDisk's Board has remained open to a transaction that recognizes SanDisk's long-term value and contains the right protections for SanDisk's shareholders. We repeatedly outlined a clear path to hold further discussions, including most recently in our letter on September 15, and Samsung consistently chose to ignore that path and, in fact, never contacted SanDisk regarding their proposal after we delivered our letter. We believe this raises questions about the real motivations behind Samsung's offer.
SanDisk has a strong brand, strategic partners, dedicated team, broad channels, fundamental next-generation IP and a highly competitive cost structure. Going forward, we remain committed to diligently executing against our business strategy and will continue to take appropriate steps to weather the current macroeconomic environment and ensure SanDisk's long-term success.
This news release contains certain forward-looking statements, including statements about our business prospects and outlook, anticipated recovery in our industry, our ability to maintain our market position, our ability to continue to execute on our 43-nanometer technology transition, our ability to enter into definitive agreements to implement the non-binding MOU with Toshiba announced on October 20, 2008, our cost reduction activities, our ability to maintain our manufacturing lead in 3 bits per cell, the availability of our slotMusic cards, and our long-term prospects, that are based on our current expectations and involve numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate and may significantly harm our business, financial condition and results of operations. Risks that may cause these forward-looking statements to be inaccurate include, among others:
-- slower than expected, or no, growth in market demand for our products including our solid state drives, or a slower adoption rate for our products in current and new markets that we are targeting including the mobile phone market, continued average selling price erosion that may be more severe than our expectations due to decreased demand or excess industry supply of flash memory from ourselves as well as from existing suppliers or from new competitors, -- continued excess industry-wide supply to meet demand, -- adverse global economic and geo-political conditions, including continued declines in the global economy, particularly in the U.S. and Europe, or continued adverse currency exchange rates particularly related to the Japanese yen, -- any interruption of or delay in supply from any of the semiconductor manufacturing or subcontracting facilities, including test and assembly facilities that supply products to us, -- slower than expected expansion of our global sales channels, -- fluctuations in operating results, unexpected yield variances and delays related to our conversion to 43-nanometer NAND flash technology or the ramp-up of the 300-millimeter flash fabrication facility, -- the failure to reach definitive agreements with Toshiba to implement the terms of the MOU announced on October 20, 2008, -- unexpected yield variances in, or delays related to the ramp-up of, 3-bits per cell manufacturing, -- lower than expected growth in the average megabyte capacity per card, -- fluctuations in license and royalty revenues, -- higher than anticipated operating expenses, -- unintended effects of our expense reduction measures -- failure to develop commercially viable rewritable 3D memory technology in a timely and cost-effective manner, -- business interruption due to earthquakes, hurricanes or other natural disasters, particularly in areas in the Pacific Rim and Japan where we manufacture and assemble products, -- adverse results in litigation or regulatory actions affecting us, -- failure to execute definitive agreements on the terms set forth in the MOU or at all, our failure to implement the changes described in the MOU in a timely or cost-effective manner, and -- other risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in our Securities and Exchange Commission filings and reports, including, but not limited to, our Annual Report on Form 10-K for the fiscal year ended December 30, 2007 and our quarterly reports on Forms 10-Q.
Future results may differ materially from those previously reported. We do not intend to update the information contained in this release.
SanDisk Corporation, the inventor and world's largest supplier of flash storage cards, is a global leader in flash memory - from research, manufacturing and product design to consumer branding and retail distribution. SanDisk's product portfolio includes flash memory cards for mobile phones, digital cameras and camcorders, digital audio/video players, USB flash drives for consumers and the enterprise, embedded memory for mobile devices, and solid state drives for computers. SanDisk (www.sandisk.com/corporate) is a Silicon Valley-based S&P 500 company, with more than half its sales outside the United States.
SanDisk, and the SanDisk logo are trademarks of SanDisk Corporation, registered in the United States and other countries.
Source: SanDisk Corporation