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Samsung has dropped its bid to purchase SanDisk

SanDisk is on the skids along with the majority of the flash memory makers as the weak global economy and over supply of product on the market are driving the price of flash products down. While lower prices are good for consumers, some major flash product makers maintain selling prices are often lower than the products cost to make.

SanDisk's stock price was down when Samsung first approached it with an unsolicited purchase offer. At the time the original overture from Samsung began, the firm was offering SanDisk $26 per share. SanDisk's board unanimously turned the offer down stating that the offer failed to properly value SanDisk.

At the time of the initial offer, $26 per share was a 93% premium over SanDisk's closing price on September 4, but represented a 55% discount when compared to SanDisk 52-week high stock price. Samsung said that the flash maker was clinging to unrealistic expectations.

Since the initial offer and the expected negotiations began, SanDisk's stock price and valuation have continued to drop. Samsung has issued a statement saying that it was no longer interested in purchasing SanDisk at a price of $26 per share.

Samsung CEO Yoon Woo Lee wrote in the statement, "Your surprise announcements of a quarter billion dollar operating loss, a hurried renegotiation of your relationship with Toshiba and major job losses across your organization all point to a considerable increase in your risk profile and a material deterioration in value, both on a stand-alone basis as well as to Samsung. As a result of these developments, we are no longer interested in acquiring SanDisk at $26/share."

SanDisk responded to Samsung's statement with one of its own stating in part, "From the start of this process SanDisk’s Board has remained open to a transaction that recognizes SanDisk’s long-term value and contains the right protections for SanDisk's shareholders. We repeatedly outlined a clear path to hold further discussions, including most recently in our letter on September 15, and Samsung consistently chose to ignore that path and, in fact, never contacted SanDisk regarding their proposal after we delivered our letter. We believe this raises questions about the real motivations behind Samsung’s offer."

Some analysts believe that Samsung's statement will help to push SanDisk's stock prices even lower and could help Samsung acquire the flash maker at a reduced price. SanDisk's stock price closed at $14.76 on Tuesday and has dropped over 55% this year.

Boston.com quotes analyst Kim Young-june from KTB Investment saying, "Samsung probably has decided that as the memory chip market continues to weaken, the kind of price SanDisk was asking wasn't what they were willing to go along with. The fact that the macroeconomic environment continues to worsen and that the South Korean government has warned against big overseas M&A deals also probably weighed."

It doesn't take an investment firm analyst to read between the lines in both statements and realize that neither company says that all negotiations are off. Samsung is hoping that SanDisk will see the light and under the pressure of further declining stock prices be more open to takeover at a lower price. At the same time, SanDisk is likely hoping that Samsung will fear SanDisk's closer ties to Toshiba and pay more to keep its rival from acquiring what it covets.



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Big freaking surpsise...
By quiksilvr on 10/22/2008 10:59:03 AM , Rating: 5
Seriously, what was SanDisk expecting? If you are offered more than 90% of your stock value and your stock is continually DROPPING, TAKE THE DAMN DEAL!




RE: Big freaking surpsise...
By amanojaku on 10/22/2008 11:21:11 AM , Rating: 2
Maybe Jerry Yang has his hands in SanDisk?</sarcasm>


RE: Big freaking surpsise...
By omnicronx on 10/22/2008 12:02:34 PM , Rating: 3
quote:
but represented a 55% discount when compared to SanDisk 52-week high stock price.
I don't think its unfair, NAND technology regardless of the current economic situation is the wave of the future, the chances that Sandisks stock won't go back up when they have a large portion of the market is pretty small. They should be getting at least the amount of the 52 week high, as unlike the floundering Yahoo, Sandisk is very much so still in the game, and they are not a sinking ship.


RE: Big freaking surpsise...
By PandaBear on 10/22/2008 2:50:42 PM , Rating: 5
Disclaimer (I work for SanDisk).

I agree. The company is going to do well and is not selling. Samsung wasn't intended to buy SanDisk for anything but to disrupt Toshiba (due to the JV Fab) and reduce patent royalty expense ($400+ million per year).

Currently NAND are sold below cost so everyone is suffering. Samsung got the back of the Korean government so they have cheap capital to build fab and start a price war.

Samsung want to access SanDisk proprietary documents and before signing the deal, without a royalty agreement until after merger, and no protective clause for SanDisk if the deal fall through. Think of it this way: Samsung can pull the deal off after accessing SanDisk's document and without paying for the royalty, and drag on the deal closing date for 1 year. SanDisk could lose out $400M and the trade secret and not getting a dime back.

SanDisk has enough cash to weather the storm, but too much capacity that is sold at a loss below cost. Toshiba buying those capacity will free up the inventory and let Toshiba deal with them, by competing with Samsung in the open market. Samsung was not losing money but with some additional flooding from Toshiba could start losing money any time soon.

My take on Samsung's pull the bid is because of the Korean Foreign Reserve crisis, and the drop in value in Won making the deal all of a sudden too expensive for even the mighty Samsung. Just watch, Samsung Electronics will be reporting a lost in this coming quarter for sure.


RE: Big freaking surpsise...
By PandaBear on 10/22/2008 2:53:30 PM , Rating: 5
Another reason:

Samsung's royalty deal with SanDisk is about to expire and many of the newer technologies are up for renegotiation (3 bit per cell in particular, 1.5x the capacity of MLC and 3x the capacity of SLC), currently only Toshiba and SanDisk are shipping this type of memory and if they intentionally lock Samsung out of the deal, or charge a high royalty, it could deal some serious damage to Samsung's cost structure.


RE: Big freaking surpsise...
By Regs on 10/23/2008 9:20:42 AM , Rating: 2
Thanks for the wealth of information Panda. It's good to see some of the underlying information get layed out, especially the part about the shoddy deal about Samsung being able to look at Scan Disks trade secrets.


RE: Big freaking surpsise...
By Mr Perfect on 10/22/08, Rating: 0
RE: Big freaking surpsise...
By omnicronx on 10/22/2008 1:27:12 PM , Rating: 2
Yahoo is an Internet business with no real assets, other than their crumbling marketshare, SanDisk on the otherhand has a major holding in the next big thing in data storage, the two really are not comparable. I think they made the right decision, their company is worth more than 90% of their 52 week low.


RE: Big freaking surpsise...
By Oregonian2 on 10/22/2008 2:25:20 PM , Rating: 2
I agree. If they can hold out long enough, demand for their products, which are first class, should increase substantially once SSD's catch on. They represent a HUGE volume increase for NAND flash chips.


Ethical?
By ixelion on 10/22/2008 11:49:27 AM , Rating: 2
Is this really ethical of Samsung to have this kind of power over Sandisk's stock value merely by commenting about it's riskiness?




RE: Ethical?
By ghost101 on 10/22/2008 12:11:54 PM , Rating: 2
If proven it was intentional its illegal.


RE: Ethical?
By hosps on 10/22/2008 12:16:43 PM , Rating: 2
I think it was to influence the relationship/ties between Toshiba and Sandisk and it just backfired with the $1B announcement that came out. That is the real reason they are pulling out of this deal. Has nothing really to do about the status of the company.


More Like Pulls a Yahoo
By TomZ on 10/22/2008 2:17:07 PM , Rating: 2
quote:
Samsung Pulls a Microsoft, Walks Away From SanDisk Merger Talks

Sounds more like SanDisk pulled a Yahoo and rejected a reasonable offer, wrongly thinking they can get more. :o)




By Shane McGlaun (blog) on 10/22/2008 2:35:28 PM , Rating: 4
Yes... but I used that title already.


This is awesome!
By fibreoptik on 10/23/2008 9:28:32 AM , Rating: 2
Thanks for the awesome deal!! $10/share for Sandisk, woohoo! Hang on while I get a shopping cart :) :)




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