The blog is referring specifically to a deal consisting of $67.50 cash + 0.2387 shares of WDC. Should the Western Digital shareholder vote fail, nothing precludes closing the deal with more cash, less shares. The shareholder vote is not about whether to acquire or not, but rather whether to issue the shares required for this specific deal. As long as Western Digital is not increasing shares by more than 20%, no shareholder vote is required for the issuance of new shares.
Should the shareholder vote fail, either party MAY walk away and pay a termination fee, but neither is REQUIRED to do so. As Western Digital needs, and is committed to the acquisition of SanDisk, the likelihood of them terminating the agreement is low.
The deal, as agreed to, is $86.50 as a mix of cash and WDC shares, with WDC share value pegged as of the time of the merger agreement at $79.5957. As an example, the deal could close at $77 cash plus 0.11935 shares of WDC, without the need for Western Digital shareholder approval. At the moment, that value is just over $82. |
