Western Digital Responds to Toshiba Statement Related to NAND Flash-Memory Joint Ventures
03 June 2017 - 4:04AM
Business Wire
Western Digital To Continue With Arbitration
Process
Western Digital Corp. (NASDAQ: WDC) today issued the following
in response to Toshiba Corporation’s (“Toshiba”) statement that it
will transfer back the three NAND flash-memory joint ventures (“the
JVs”) operated with Western Digital from Toshiba Memory Corporation
(“TMC”):
Toshiba’s representation that it will “revert
to itself” the JV interests from TMC confirms Western Digital’s
position that any attempt by Toshiba to transfer those interests
would breach SanDisk’s contractual consent rights. Toshiba’s new
action does not resolve SanDisk’s claims in the pending
arbitration; in fact, Toshiba has simply replaced one attempt to
circumvent SanDisk’s consent rights with another. The arbitration
will therefore continue.
Western Digital continues to believe that any
actions by Toshiba to transfer its JV interests to a third party
without SanDisk’s consent clearly violate the anti-transfer
provisions of the joint venture agreements. Western Digital does
not believe that Toshiba has cured its breach of the JV Agreements.
The JV interests at stake here, with respect to which SanDisk has
consent rights, include all rights and assets associated with the
JVs and form the core value of what Toshiba improperly transferred
to TMC. Toshiba’s comment in its May 31, 2017 letter to Western
Digital that it is transferring back to Toshiba no more than 5% of
the value of the bids that Toshiba has received for TMC makes it
clear that the full JV interests over which SanDisk has consent
rights have not in fact been transferred back to Toshiba and that
Toshiba is still planning on transferring those JV interests in
clear breach of SanDisk’s valuable and essential contractual
rights.
We firmly believe that Western Digital is
best positioned to assist Toshiba in addressing its challenges and
advancing its legacy of technology innovation in Japan. We remain
steadfast in our desire to work with Toshiba to achieve a win-win
solution and favorable outcome for all involved.
On May 14, 2017, Western Digital announced that several of its
SanDisk subsidiaries filed a Request for Arbitration with the ICC
International Court of Arbitration related to three NAND
flash-memory joint ventures operated with Toshiba. The arbitration
demand seeks, among other things, injunctive relief preventing
Toshiba from further breaching the JV agreements by transferring
its JV interests, or any interest in an affiliate that holds its JV
interests, without SanDisk’s consent. Per the provisions of the
joint venture agreements, the arbitration will take place in San
Francisco, California.
About Western Digital
Western Digital is an industry-leading provider of storage
technologies and solutions that enable people to create, leverage,
experience and preserve data. The company addresses ever-changing
market needs by providing a full portfolio of compelling,
high-quality storage solutions with customer-focused innovation,
high efficiency, flexibility and speed. Our products are marketed
under the HGST, SanDisk and WD brands to OEMs, distributors,
resellers, cloud infrastructure providers and consumers. Financial
and investor information is available on the company's Investor
Relations website at investor.wdc.com.
Forward-Looking Statements
This news release contains certain forward-looking statements,
including statements concerning the Flash JVs, SanDisk’s rights
under the joint venture agreements and SanDisk’s actions in
response to Toshiba’s claims regarding the Flash JVs. There are a
number of risks and uncertainties that may cause these
forward-looking statements to be inaccurate including, among
others: uncertainties with respect to the company's business
ventures with Toshiba; volatility in global economic conditions;
business conditions and growth in the storage ecosystem; impact of
competitive products and pricing; market acceptance and cost of
commodity materials and specialized product components; actions by
competitors; unexpected advances in competing technologies; our
development and introduction of products based on new technologies
and expansion into new data storage markets; risks associated with
acquisitions, mergers and joint ventures; difficulties or delays in
manufacturing; and other risks and uncertainties listed in the
company's filings with the Securities and Exchange Commission (the
"SEC"), including the company's Form 10-Q filed with the SEC on May
8, 2017, to which your attention is directed. You should not place
undue reliance on these forward-looking statements, which speak
only as of the date hereof, and the company undertakes no
obligation to update these forward-looking statements to reflect
subsequent events or circumstances.
Western Digital, WD and SanDisk are registered trademarks or
trademarks of Western Digital Corporation or its affiliates in the
U.S. and/or other countries. Other trademarks, registered
trademarks, and/or service marks, indicated or otherwise, are the
property of their respective owners. © 2017 Western Digital
Corporation or its affiliates. All rights reserved.
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version on businesswire.com: http://www.businesswire.com/news/home/20170602005764/en/
Western Digital Corp.Media Contact:Jim Pascoe,
408.717.6999jim.pascoe@wdc.comorInvestor Contact:Bob Blair,
949.672.7834robert.blair@wdc.comorJoele Frank, Wilkinson Brimmer
KatcherEric Brielmann / Jed Repko / Ed Trissel415-869-3950 /
212-355-4449wdcmedia@joelefrank.com
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