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Technology Stocks : WDC/Sandisk Corporation -- Ignore unavailable to you. Want to Upgrade?

To: Ausdauer who wrote (12853)	7/13/2000 10:41:14 AM
From: Uncle Frank	Read Replies (1) \| Respond to of 60323

>> prior to 3/31/2000 merger agreement 14,400,000 after the 3/31/2000 merger agreement 2,475,000 How many shares do they have left to sell, Aus? uf

To: Ausdauer who wrote (12853)	7/13/2000 10:43:36 AM
From: Art Bechhoefer	Read Replies (1) \| Respond to of 60323

If some 17 million SNDK shares owned by SEG were sold, then how many remain unsold? My guess is about 5 million, less any sold between April and July. That would be enough extra shares to create a temporary glut and partly explain the depressed price.

To: Ausdauer who wrote (12853)	7/13/2000 10:44:05 AM
From: JH	Respond to of 60323

<Shares sold prior to 3/31/2000 merger agreement 14,400,000 after the 3/31/2000 merger agreement 2,475,000> Dear Ausdauer: Currently, there are 66.56m shares of SNDK outstanding, with the free float at 59.47m shares. According to these figures, SEG has sold 16,875,000 shares, or 25% of the outstanding shares ! Could this be correct? Did SEG really own THAT many shares? And finally, how many shares do they still have?

To: Ausdauer who wrote (12853)	7/13/2000 10:45:55 AM
From: The Prophet	Read Replies (2) \| Respond to of 60323

Correct me if I'm wrong, Aus, but since SNDK fell $50 between March 31 and June 9, and if the value of their "remaining" shares decreased $154 million as a result, would that not mean that their shares remaining were 154/50 or approx 3 million? Then, subtract the 2.475 million they have sold since, and they should have just about 500,000 or so left.

To: Ausdauer who wrote (12853)	7/13/2000 10:55:08 AM
From: Steve Lee	Respond to of 60323

So that leaves just under 1.4 million SNDK shares in Seg's hands as at June 30 right? Hopefully even less now. Maybe the realisation of the removal of selling pressure has caused today's move?

To: Ausdauer who wrote (12853)	7/13/2000 11:52:34 AM
From: Bargain Hunter	Read Replies (2) \| Respond to of 60323

During the quarters ended December 31, 1999 and March 31, 2000, Seagate sold 2,000,000 and 12,400,000 shares, respectively, of SanDisk Corporation common stock, adjusted for a 2 for 1 stock split on February 23, 2000. Seagate's filings are incorrect. They could not have sold 12,400,000 shares during the Jan - Mar quarter because they had only about 10m (post-split) shares at the end of December. They actually sold 6,200,000 (adjusted for the split), but someone mistakenly doubled that number. This information is not directly available anywhere but can be calculated by comparing the figures in other filings.

To: Ausdauer who wrote (12853)	7/14/2000 8:42:48 AM
From: Sam	Read Replies (3) \| Respond to of 60323

Aus, RE: Seagate and Sandisk, once again I didn't understand the math about Seagate getting an average of %40/share for their Sandisk stock in the March quarter either. I went back to the proxy statement this morning, read a few pages and came across the following two excerpts: << Under the terms of the Merger Agreement, immediately following and contingent upon the closing of the Stock Purchase, Merger Sub will merge with and into Seagate and each outstanding share of Seagate common stock (other than certain shares to be cancelled) will be converted into the right to receive a proportionate share of the merger consideration, which will consist of (i) 109,330,300 shares of VERITAS common stock, (ii) an additional variable number of shares of VERITAS common stock which have a market value shortly before the effective time of the Merger that is intended to be approximately equivalent to (A) a negotiated discount to the market value of Seagate's investments in Gadzoox Networks, SanDisk Corporation, Veeco Instruments and Lernout & Hauspie shortly before the effective time of the Merger, and (B) the amount (the "Retained Cash Amount") by which VERITAS elects to reduce the cash portion of the Merger consideration, up to a maximum of $750 million, (iii) an amount of cash equal to Seagate's cash at the effective time of the Merger, which will include the net proceeds received and retained by Seagate in connection with the Stock Purchase, and will be reduced by the Retained Cash Amount, and (iv) the right to receive the value of certain tax refunds received and credits utilized by VERITAS that are attributable to Seagate and relate to periods ending on or prior to the effective time of the Merger. As a result of the Merger, Seagate will become a wholly owned subsidiary of VERITAS, and VERITAS will indirectly acquire all of the designated assets described above that are not purchased by SAC in connection with the Stock Purchase.>> [clip; then in the Q&A section, the following:] << You should note that it is possible, though unlikely, that VERITAS could end up having to issue more than the 128,059,966 shares currently held by Seagate. However, this would only happen if the market prices of Seagate's investment securities rose significantly while the market price of VERITAS common stock fell significantly. Although VERITAS would have to offer more shares than anticipated in this unlikely circumstance, VERITAS would nonetheless own the appreciated investment securities that caused VERITAS to issue more shares. >> In other words, it is in Veritas's and Seagate's interest that their holdings be less, not more. Yes, they would have the appreciated securities, but what appreciates also deflates. They would rather have the hard cash in hand than stock that they would have to sell, and perhaps deflate the price when doing so. It is in their interest to have as small stakes in any stock as possible to remove risk from their deal, and to allow VRTS to issue as little stock as possible. Sandisk's parabolic rise, I think, actually threatened the deal by introducing an unwanted and unnecessary speculative element into it. That at least is my take on it. It is incredibly complicated, and I can't claim to actually understand everything about it. Sam