Toshiba Comments on Benefits of Joint Stipulation with SanDisk
2017年7月29日 - 7:06AM
ビジネスワイヤ(英語)
- Toshiba and SanDisk/Western Digital
have reached a mutually acceptable agreement that removes the need
for further action by the court on SanDisk’s request for a
preliminary injunction.
- The parties have agreed that Toshiba
will publicly announce, within 24 hours, the signing of any
agreement that contemplates a “Closing.” This will apply until 60
days after an arbitration panel is formed.
- Toshiba has also agreed to notify
SanDisk two weeks before such a Closing occurs. This also applies
until 60 days after an arbitration panel is formed.
- The agreement does not require Toshiba
to recognize SanDisk’s claims over its consent rights to the
transfer of Toshiba’s memory business.
- This joint stipulation follows the
court’s suggestion, during the previous hearing on July 14, that
Toshiba and SanDisk negotiate an agreement rather than requiring
the court to rule.
- Toshiba remains intent on soon entering
into a definitive agreement for the sale of its memory business
with one of the bidders.
Toshiba Corporation (TOKYO:6502) today entered into a joint
stipulation with SanDisk LLC (SanDisk), a subsidiary of Western
Digital Corporation (Western Digital) (NASDAQ:WDC), removing the
need for further action by the Superior Court of California for the
County of San Francisco on SanDisk’s motion for preliminary
injunctive relief relating to the sale of Toshiba’s memory
business.
Toshiba and SanDisk have agreed that Toshiba will publicly
announce within 24 hours the signing of a definitive agreement that
contemplates a later “Closing,” i.e. the “transfer, sale,
assignment or conveyance” of all or any portion of Toshiba’s or an
affiliate’s shares and ownership interests in three specific joint
venture companies and other defined contractual rights and
obligations. This stipulation will remain in effect until 60 days
after the international arbitration panel has been formed. Toshiba
and SanDisk have also agreed that Toshiba will provide further
notice two weeks before any such Closing occurs.
Importantly, this agreement does not obligate Toshiba to provide
notice regarding transactions undertaken in the ordinary course of
its NAND flash memory business, nor does it constitute any
agreement by Toshiba that SanDisk has any consent rights over any
sale of the shares of Toshiba Memory Corporation.
The agreement also preserves Toshiba’s jurisdictional objections
and does not mean that Toshiba is submitting to the jurisdiction of
the California court for any purpose other than entering and
enforcing this limited joint stipulation.
Dr. Yasuo Naruke, Senior Executive Vice President of Toshiba
Corporation stated, “We are very pleased to have reached this
mutually acceptable understanding which is effective for a very
limited time and which recognizes Toshiba’s right to negotiate and
sign a definitive agreement for the sale of its memory business.
Nothing in the agreement requires Toshiba to alter its position
that there is no contractual requirement to seek SanDisk’s consent
to the transfer of Toshiba’s memory business.
“Further, as a practical matter, we don’t expect to close a deal
during the period addressed in the order. Closing a transaction of
this magnitude would require many months – well beyond the limited
timeframe specified in the ruling. Toshiba therefore remains
focused on preparing for the ICC (Chamber of Commerce) arbitration
process, which we believe is the appropriate venue to address these
issues. We look forward to successfully presenting Toshiba’s
position to the tribunal, which we believe will be formed within
the next month or so.”
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version on businesswire.com: http://www.businesswire.com/news/home/20170728005788/en/
Toshiba CorporationKaori Hiraki, +81-3-3457-2100Public Relations
& Investor Relations Div.Media Relations
Groupmedia.relations@toshiba.co.jporSitrick And CompanyMark
Veverka, 415-999-9634mveverka@sitrick.com