SEC Division of Corporation Finance no-action letter: SanDisk Corporation

BEIJING 2765 Sand Hill Road NEWPORT BEACH
BRUSSELS Menlo Park, California 94025 NEW YORK CENTURY CITY HONG KONG TELEPHONE (650) 473-2600 FACSIMILE (650) 473-2601 SAN FRANCISCO SHANGHAI LONDON www.omm.com TOKYO LOS ANGELES WASHINGTON, D.C. OUR FILE NUMBER 749,018-029 WRITER’S DIRECT DIAL September 21, 2006 (650) 473-2627 Office of Chief Counsel WRITER’S E-MAIL ADDRESS Division of Corporation Finance tcurry@omm.com Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: SanDisk Corporation; Section 3(a)(10); Rule 144; Rule 145 Ladies and Gentlemen:
We are counsel to SanDisk Corporation, a Delaware corporation (“SanDisk”), and respectfully submit this letter in connection with SanDisk’s proposed acquisition of msystems Ltd., a company organized under the laws of the State of Israel (“msystems”) as described in this letter. Definitive agreements for the proposed transaction were executed and the transaction was publicly announced on July 30, 2006. SanDisk proposes to effect the acquisition through a plan of arrangement (the “Plan”) pursuant to Section 350 of the Israeli Companies Law - 1999 (the “Companies Law”) and the Companies Regulations (Request for a Settlement or an Arrangement) - 2002 (the “Companies Regulations”). As permitted by the Companies Law, the Plan will be effected through a merger. Upon the effective date of the Plan, (i) each ordinary share of msystems, par value NIS $0.001 (“msystems Shares”) will be converted solely into 0.76368 of a share (the “Exchange Ratio”) of SanDisk common stock, par value $0.001 per share1 (the “SanDisk Shares”); (ii) each option, warrant, convertible note or other convertible, exercisable or exchangeable security entitling the holder thereof to acquire msystems Shares (collectively, “msystems Derivative Securities”) will become an option, warrant, convertible note or other security to acquire SanDisk Shares, preserving the value and containing the essential terms of such msystems Derivative Securities at a price and in an amount based on the Exchange Ratio (the “SanDisk Derivative Securities”); and (iii) msystems will become a wholly-owned subsidiary of SanDisk. To our knowledge, all 1 Each SanDisk Share is accompanied by a preferred stock purchase right pursuant to the Rights Agreement between SanDisk and ComputerShare Trust Company, Inc. dated September 15, 2003. Until the occurrence of certain events specified in the Rights Agreement, these rights are not exercisable, are evidenced by the certificates for the SanDisk Shares and are transferred solely with the SanDisk Shares.