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SanDisk Corp (SNDK) Risk Analysis
Risk Overview Q4, 2015
Source: the company's latest filing for the period ended Jan 03, 2016, filed Feb 12, 2016
Risk Change Over Time
No filing history is available.
Risk Highlights Q4, 2015
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 58
- Share Price & Shareholder Rights - Risk 1Our common stock and convertible notes prices have been, and may continue to be, volatile, which could result in investors losing all or part of their investments.
The market prices of our common stock and convertible notes have fluctuated significantly in the past and may continue to fluctuate in the future. We believe that such fluctuations will continue as a result of many factors, such as changes in investor and analyst expectations regarding our pending acquisition by Western Digital, fluctuations in the market prices of Western Digital's common stock, our financial performance, financing plans, future announcements concerning us, our competitors or our principal customers regarding financial results or expectations, technological innovations, industry supply and demand dynamics, new product introductions, level of share repurchases, governmental regulations, the commencement or results of litigation, changes in recommendations and earnings estimates by analysts or our ability to meet the expectations of investors or analysts. In addition, in recent years the stock market has experienced significant price and volume fluctuations and the market prices of the securities of high-technology and semiconductor companies have been especially volatile, often for reasons outside the control of the particular companies. These fluctuations as well as general economic, political and market conditions may harm the market price of our common stock as well as the prices of our outstanding convertible notes.
- Share Price & Shareholder Rights - Risk 2Anti-takeover provisions in our charter documents, stockholder rights plan and Delaware law could discourage or delay a change in control and negatively impact our stockholders.
We have taken a number of actions that could have the effect of discouraging a takeover attempt. For example, we have a stockholders' rights plan that would cause substantial dilution to a stockholder, and substantially increase the cost paid by a stockholder, who attempts to acquire us on terms not approved by our Board of Directors. This could discourage an acquisition of us. In addition, our certificate of incorporation grants our Board of Directors the authority to fix the rights, preferences and privileges of and issue up to 4,000,000 shares of preferred stock without stockholder action (2,000,000 shares of preferred stock have already been reserved under our stockholder rights plan). Issuing preferred stock could have the effect of making it more difficult and less attractive for a third party to acquire a majority of our outstanding voting stock. Preferred stock may also have other rights, including economic rights senior to our common stock that could harm the market value of our common stock. In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law. This section provides that a corporation may not engage in any business combination with any interested stockholder, defined broadly as a beneficial owner of 15% or more of that corporation's voting stock, during the three-year period following the time that a stockholder became an interested stockholder, without certain conditions being satisfied. This provision could delay or discourage a change of control of SanDisk.
- Share Price & Shareholder Rights - Risk 3SanDisk stockholders will have a reduced ownership and voting interest in the combined company after completion of the pending merger, and will be subject to risks in Western Digital stock price after becoming stockholders of Western Digital.
Our stockholders presently have the right to vote on the election of our Board of Directors and on other matters affecting us. If the Unis Investment closes by the time of the merger closing, immediately following the merger, our stockholders will own approximately 1.28% of Western Digital common stock, based on the number of shares of Western Digital and SanDisk common stock outstanding as of January 29, 2016, and provided that there is no closing cash shortfall and excluding potential issuance of shares under our Notes. If the Unis Investment does not close by the time of the merger closing, immediately following the merger, our stockholders will own approximately 17.1% of Western Digital common stock, based on the number of shares of Western Digital and SanDisk common stock outstanding as of January 29, 2016 and provided that there is no closing cash shortfall and excluding potential issuance of shares under our Notes. As a result, current SanDisk stockholders will have less influence on the management and policies of the combined company than they now have on the management and policies of SanDisk. Upon closing of the merger, our stockholders will become stockholders of Western Digital upon receipt of shares of Western Digital common stock, which has different stockholder rights and privileges than SanDisk common stock. Our stockholders will be subject to risks in Western Digital stock price after becoming stockholders of Western Digital. The market prices of Western Digital common stock after the merger might be affected by factors different from, or in addition to, those currently affecting the market prices of SanDisk common stock. The market for Western Digital common stock may be adversely affected by the issuance of shares in the Unis Investment and in connection with the merger. Western Digital may fail to realize the benefits expected from the merger, which could adversely affect Western Digital's stock price. The use of cash and incurrence of substantial indebtedness in connection with the financing of the merger may have an adverse impact on Western Digital's liquidity, limit Western Digital's flexibility in responding to other business opportunities and increase Western Digital's vulnerability to adverse economic and industry conditions, each of which could adversely affect Western Digital's stock price.
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