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China’s Unis Proposed a 15% Stake in Western Digital—Why the Deal Failed

Unisplendour agreed to buy approximately 15% of Western Digital for $3.775 billion, but CFIUS scrutiny led its subsidiary Unis Union to terminate the deal in February 2016.
From TheFinanceBase Team3 min to read
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China’s Unisplendour did not ultimately buy 15% of Western Digital. In September 2015, its subsidiary Unis Union agreed to purchase approximately 15% of Western Digital through newly issued shares for $3.775 billion, but the agreement was terminated in February 2016 after a CFIUS investigation began.

What Unis proposed to buy

Western Digital announced on September 30, 2015 that Unis Union would purchase 40,814,802 newly issued Western Digital common shares at $92.50 each. The stated total investment was $3.775 billion.

Western Digital described the resulting ownership as approximately 15%, calculated using its issued and outstanding shares as of September 25, 2015. The percentage was therefore an approximate figure tied to that specific share-count date, rather than a permanently fixed ownership percentage.

Term Proposed arrangement
Investor Unis Union, a subsidiary of Unisplendour
Shares 40,814,802 newly issued Western Digital shares
Price $92.50 per share
Total investment $3.775 billion
Approximate ownership 15%, based on Western Digital shares outstanding as of September 25, 2015

What rights and restrictions were included

The proposed investment was more than a passive stock purchase. Unis was to receive a limited governance role and accept restrictions on how it could build, vote, or dispose of its position.

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Board representation

Unis would have the right to nominate one Western Digital director. That nomination right would end if Unis’s ownership dropped below 10%.

Standstill and voting limits

The agreement included a five-year standstill restricting additional position-building and related actions. It also imposed voting restrictions.

Lock-up and transfers

Unis’s shares were subject to a five-year lock-up, with limited annual transfer rights. These provisions were intended to prevent a rapid change in ownership or control while allowing only controlled sales.

Why the purchase did not close

The transaction encountered U.S. national-security scrutiny. On February 23, 2016, Western Digital said the Committee on Foreign Investment in the United States (CFIUS) had informed the parties that it was undertaking an investigation under the Exon-Florio Amendment to the Defense Production Act.

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That investigation opened a 15-day period during which Western Digital or Unis Union could terminate the stock purchase agreement. Unis Union exercised that right and terminated the agreement in February 2016. Western Digital said no party would owe a termination fee.

The U.S.-China Economic and Security Review Commission later listed the proposed 15% Western Digital investment as withdrawn because of CFIUS concerns. Thus, the accurate description is a proposed 15% stake—not a completed acquisition.

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How the failed investment affected SanDisk

Western Digital separately announced an agreement to acquire SanDisk on October 21, 2015. The merger agreement used different consideration depending on whether the Unis investment closed.

Situation under the merger terms SanDisk consideration
If the Unis investment closed The merger agreement provided for the consideration applicable under that scenario.
If the investment did not close or was terminated $67.50 in cash plus 0.2387 Western Digital shares for each SanDisk share

After Unis terminated the stock agreement, Western Digital said the alternative cash-and-stock consideration represented $78.50 per SanDisk share, using Western Digital’s February 22, 2016 closing share price. That $78.50 amount was a dated, price-dependent calculation—not a fixed cash offer or an enduring standalone valuation.

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Proposed deal versus actual outcome

Question Proposed terms Actual outcome
Did Unis acquire the shares? Agreement to buy newly issued shares No. Unis Union terminated the agreement in February 2016.
Stake Approximately 15%, based on the September 25, 2015 share count No resulting ownership stake from this transaction
Investment $3.775 billion at $92.50 per share Purchase did not close
Governance One board nomination right while ownership remained at least 10% Right never became effective through a completed purchase
Regulatory path Subject to CFIUS review CFIUS investigation announced; agreement terminated during the permitted termination period
Termination fee Specified by the agreement Western Digital said none of the parties incurred one

What the headline gets wrong

The phrase “China’s Unis buys 15% stake in Western Digital” describes the original proposal but not the final result. A precise account must use “proposed” or “agreed to buy” and then explain that CFIUS scrutiny preceded termination. There is no basis in the transaction record to describe Unis as having completed the purchase or to infer that it became a 15% Western Digital shareholder through this deal.

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Frequently Asked Questions

Did China’s Unis actually own 15% of Western Digital?

No. Unis Union agreed to buy approximately 15% through newly issued shares, but terminated the agreement in February 2016 after CFIUS began an investigation.

How much would Unis have paid for Western Digital shares?

The proposed investment was $3.775 billion for 40,814,802 shares at $92.50 each.

What did CFIUS do in the transaction?

CFIUS notified the parties that it was conducting an investigation under the Exon-Florio Amendment to the Defense Production Act. The agreement then entered a 15-day termination period, and Unis Union terminated it.

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What happened to the SanDisk merger terms?

Because the Unis investment did not close, the applicable alternative consideration was $67.50 in cash plus 0.2387 Western Digital shares per SanDisk share. Western Digital later stated that this equaled $78.50 per SanDisk share using its February 22, 2016 closing price.

The Bottom Line

Unis’s 15% Western Digital stake was an announced $3.775 billion proposal, not a completed purchase. CFIUS scrutiny led Unis Union to terminate the agreement in February 2016, and the failure switched the SanDisk merger to its cash-and-stock alternative.

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