As stated in its letter to Samsung, SanDisk’s Board of Directors concluded that, in its view, the proposal:
Eli Harari, Chairman of the Board of SanDisk and Chief Executive Officer commented, “We believe Samsung’s proposal does not provide appropriate value to our stockholders and is opportunistically timed at the trough of an industry-wide downturn. In our view, this proposal fails to recognize the value of our patent portfolio, in particular to Samsung, our significant investments in our strategic partnerships, and our technology leadership in 3 and 4 bits per cell flash memory, advanced controllers and three dimensional (3D) semiconductor memory. We believe we have the strategy, execution record, innovation and financial resources to return to profitable growth and be the flash memory leader in new growth markets in mobile devices, solid state disk, and portable consumer electronics.”
Irwin Federman, lead independent director of SanDisk commented, “We have been and remain willing to enter into good-faith discussions with Samsung. However, due to Samsung’s unwillingness to meet fair and reasonable process conditions coupled with their desire to acquire SanDisk at a significant discount to our view of its intrinsic value, the Board believes that this proposal is not in the best interests of stockholders. Going forward, we remain committed to diligently executing against our existing business strategy and maximizing value for our stockholders.”
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
Goldman Sachs and Morgan Stanley are acting as financial advisors to SanDisk’s board of directors and Skadden, Arps, Slate, Meagher & Flom LLP is acting as a legal advisor to the board of directors.
The text of the letter sent by Dr. Eli Harari to Dr. Yoon Woo Lee, Samsung’s Vice Chairman and Chief Executive Officer, on September 15, 2008 is included below:
September 15, 2008
Yoon-Woo Lee, PhD
Vice Chairman and Chief Executive Officer
Samsung Electronics Co., Ltd
Samsung Main Building
250, 2-ga, Taepyeongno
Jung-gu, Seoul 100-742