SNDK · Sandisk Corporation

Summary

Sandisk Technologies, Inc., a wholly-owned subsidiary of Sandisk Corporation, entered into a Private Placement Subscription Agreement with Nanya Technology Corporation to purchase 138,685,000 newly issued common shares for NTD 31,051,571,500 (approximately $1.0 billion), representing approximately 3.9% of Nanya’s outstanding common stock on a fully diluted basis. Concurrently, the parties entered into a multi-year strategic supply arrangement for DRAM products to support Sandisk’s long-term sourcing strategy.

Key takeaways

• Sandisk Technologies to purchase 138,685,000 shares of Nanya common stock at NTD 223.9 per share
• Total purchase price of NTD 31,051,571,500 (approximately $1.0 billion)
• 15% discount to Nanya’s 30-day average trading price
• Approximately 3.9% ownership on fully diluted basis post-transaction
• Statutory 3-year lock-up period on shares
• Concurrent multi-year DRAM supply arrangement with Nanya