Western Digital’s SanDisk Subsidiaries Seek Injunctive Relief Against Toshiba

Western Digital Corp. announced that several of its SanDisk subsidiaries have sought preliminary injunctive relief in the Superior Court of California for the County of San Francisco preventing Toshiba Corporation from transferring its three NAND flash-memory joint ventures operated with Western Digital until the request of the SanDisk subsidiaries for injunctive relief in arbitration is decided by the arbitral tribunal.

Steve Milligan, CEO of Western Digital, stated: “Western Digital has been working tirelessly to reach an agreement that is beneficial to all stakeholders. Toshiba Corporation’s attempts to circumvent our contractual rights have left us with no choice but to take this action. It is our concern that, left unchecked, Toshiba would pursue a course that clearly violates these rights and also runs decidedly counter to the best interests of the JVs and also to the hard working people at Toshiba Corporation’s NAND Flash business in Japan. Western Digital’s desire to work collaboratively with Toshiba for the benefit of the JVs and Japan is stronger than ever, and we will continue to pursue a solution that is in the best interests of all parties.”

Western Digital issued the following statement:
The anti-transfer provisions of the relevant agreements between Toshiba and SanDisk, which govern their NAND flash memory joint ventures, are unambiguous and explicitly require that Toshiba obtain SanDisk’s consent prior to any transfer of JV interests. Toshiba has acknowledged and validated SanDisk’s consent rights on multiple occasions in the past.

While we have worked diligently with both Toshiba and the Japanese government to develop a solution that is in the best interests of all parties, Toshiba has continued to try to invent ways to circumvent Western Digital’s bargained-for consent rights under the JV agreements. Toshiba has likewise continued to obstruct all of Western Digital’s efforts to achieve an amicable resolution. As a result, we have been left with no choice but to take further steps to ensure that Toshiba does not unilaterally pursue a course of action that violates our clear contractual rights – one that would also be to the detriment of the JVs and Japan at large.

Western Digital filed a request for injunctive relief in order to protect its interest in the JVs and its consent rights. Toshiba has no right to offer to transfer its JV interests to a third party and has no ability to enter into any transaction with a third party without obtaining our consent. We are confident in our ability to protect our interests and rights.

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 the three NAND flash-memory joint ventures operated with Toshiba, and Western Digital is moving forward with the arbitration.