Samsung says it would operate SanDisk, which it values for its innovation, as a separate subsidiary and promises not to screw with its culture or cut jobs.

Taking a page right out of the Microsoft-Yahoo negotiations, Samsung complains that “At our July 22 meeting in San Francisco you proposed a process in which Samsung would forego customary due diligence, not only until all transaction terms including price are finalized and documented, but also until we had completed negotiation and execution of a replacement IP licensing agreement and a new supply agreement, neither of which would ever come into effect if an acquisition transaction were finalized. You have also requested as a condition to moving forward that we provide you with some form of assurances as to regulatory approval.

“Although there had been a lack of progress over 14 months of IP discussions, we dedicated significant time and energy to follow the path you outlined in order to reach an agreement. Unfortunately, the process you outlined in July has resulted in no meaningful progress toward a transaction in the intervening eight weeks. Despite our substantial efforts on the IP front, you have agreed to schedule only two meetings since July and during those meetings you have been unwilling to engage with us on any productive proposals that adequately recognize the changed market dynamics in your markets and the decline in value of your patent portfolio in the period since the IP license was last renewed.

“As to the regulatory process, we have repeatedly expressed our confidence that this transaction will receive all necessary governmental approvals and we remain willing to immediately engage your experts to discuss the regulatory process. You have yet to even identify to us who is acting as your counsel on these issues. Having dedicated significant time and resources in evaluating this combination with our external counsel, we do not foresee any issues that could not be resolved. We again extend the invitation for your advisory team to engage with our counsel, subject to customary protective provisions, to share our respective views on this topic.

“Although we have completed extensive preliminary due diligence based on publicly available information, our proposal is of course subject to confirmatory due diligence and the negotiation of a definitive merger agreement. Key due diligence topics that underlie the value in our offer include your relationship with Toshiba, forecasted operating plans, R&D projects, technology roadmaps, key employees and pending litigation.

“Again, it continues to be our strong preference to work together with the SanDisk board to reach a mutually agreeable transaction. We have drafted and are prepared to send to you a due diligence request list and a draft merger agreement. We again urge you to engage with us promptly in a productive discussion about our proposal.”