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Unisplendour, through its subsidiary Unis Union, proposed investing $3.775 billion in Western Digital in 2015 for approximately 15% of the company. The investment was never completed: after the U.S. Committee on Foreign Investment in the United States (CFIUS) opened an investigation, Unis Union terminated the agreement in February 2016.
What Unis proposed to buy
On September 30, 2015, Western Digital announced an agreement for Unis Union to buy 40,814,802 newly issued shares of Western Digital common stock for $92.50 per share, a total investment of $3.775 billion. Western Digital described the resulting stake as approximately 15%, calculated using its issued and outstanding shares as of September 25, 2015. The percentage was therefore tied to that specific share-count date, not a timeless ownership figure. Western Digital’s September 30, 2015 announcement and its transaction FAQ set out those terms.
What rights and restrictions came with the proposed stake
The agreement paired the investment with a limited governance role and restrictions on how Unis could act as a shareholder. These were proposed terms, not rights that Unis ultimately exercised.
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A free scan shows the junk files, broken settings and background clutter dragging Windows down - then fixes them in one click.Free scan · Windows 10 & 11- Board nomination: Unis could nominate one director. The nomination right would end if Unis’s ownership fell below 10%.
- Position standstill: A five-year standstill limited Unis’s ability to increase its position.
- Voting restrictions: The proposal included limits on voting the shares.
- Transfer limits: Unis agreed to a five-year lock-up, subject to limited annual transfers.
Why the agreement ended
On February 23, 2016, Western Digital announced that CFIUS had informed the parties it was undertaking an investigation under the Exon-Florio Amendment to the Defense Production Act. The investigation began a 15-day period during which Western Digital or Unis Union could terminate the stock purchase agreement. Unis Union then terminated it; Western Digital said no party would owe a termination fee. The parties’ announcement gives this timeline but does not establish a broader explanation of their strategic motives. Western Digital’s February 23, 2016 announcement describes the investigation and termination. The U.S.-China Economic and Security Review Commission later listed the proposed 15% stake as withdrawn due to CFIUS concerns.
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How the failed investment affected the SanDisk merger terms
Western Digital had announced an agreement to acquire SanDisk on October 21, 2015. The merger terms specified different consideration depending on whether the Unis investment closed. If it did not close or was terminated by the time of the merger, SanDisk shareholders would receive $67.50 in cash plus 0.2387 Western Digital shares for each SanDisk share. After Unis Union terminated its agreement, Western Digital said this alternative package was worth $78.50 per SanDisk share using Western Digital’s closing share price on February 22, 2016. That $78.50 was a date-specific calculation based on Western Digital’s share price, not a fixed cash offer. The merger agreement is in Western Digital’s October 21, 2015 filing; the later announcement explains the value applied after the Unis deal ended.
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