Western Digital is committed to the deal and will not pull away. The ONLY required predicate for this deal to close is a SanDisk shareholder vote in favor of the merger. Unisplendour closure is not required, nor is a Western Digital shareholder vote in favor of the merger required.
Western Digital can still close the deal without either of these factors. The only question is the mix of cash and stock - if Western Digital shareholders do not vote in favor of the merger, this will merely result in less stock being issued. Western Digital can still issue stock, up to a certain level, without the consent of shareholders.
Should Unisplendour fail to close, SanDisk shareholders will be in a better position if the Western Digital shareholder vote fails. Assuming the Sandisk shareholder vote passes, the following scenarios exist, providing different levels of consideration from highest (most cash, least stock) to lowest (least cash, most stock):
(Highest) Unisplendour closes prior to SanDisk closure. Western Digital shareholder vote irrelevant.
(Middle) Unisplendour does not close before SanDisk closure, Western Digital shareholder vote fails.
(Lowest) Unisplendour does not close before SanDisk closure, Western Digital shareholder vote passes.
A Western Digital shareholder vote failure, without Unisplendour funds, will result in the highest debt level to Western Digital, and in my opinion is not in the best interest of Western Digital shareholders. |
