Seagate to Purchase SanDisk? Definitely, Maybe Not

Rumors are flying about Seagate buying SanDisk or Intel's stake in Intel-Micron Flash Technologies (http://www.eetimes.com/news/latest/showArticle.jhtml?articleID=210004140). Does it make sense? Seagate does need access to low cost NAND flash to fuel its SSD ambitions. Here are some ways to think about it.

1. If Seagate were to purchase SanDisk or Intel's portion of IMFT, what are they going to do with all that capacity? SSDs are not going to be able to eat up all that capacity, at least not for the next couple of years. Does Seagate want to manufacture flash memory cards or supply to MP3 players? SanDisk's operating margin in 2007 was 8% and Seagate's 6.8% in FY08. However, if you strip out income from royalties and licensing, SanDisk's operating margins were -5%. Combining a primarily OEM HDD business with a low margin retail business could be challenging.

2. Seagate is primarily interested in enterprise SSDs which uses exclusively SLC NAND flash technology. Any SanDisk acquisition provides Segate with 150k 300mm wafers per month of MLC NAND technology. Spending $4 billion (market cap of SanDisk) to obtain MLC NAND flash technology for enterprise SSDs? (SanDisk and partner Toshiba currently do not manufacture any high density SLC NAND parts, although that could change in the near future.)

3. Seagate spends almost $1 billion in capex ($930m in FY08) p.a. in their HDD business. SanDisk in 2007 spent roughly $1.6 billion and Intel $1 billion in NAND flash. Looks like Seagate's capex would have to at least double if it wants to become a NAND flash manufacturer and it's balance sheet would be strained supporting such a high level of investment.

4. Intel is not ready to exit NAND flash, at least not in the near term. IMFT has typically been behind the technology leaders by 1-2 process generations. With the 34nm announcement, they are about to leap ahead. With the technology lead, IMFT will presumably have the lowest costs. In addition, Intel will be releasing a slew of competitive SSD offerings in the next months. If, with the lowest costs in the industry and a very strong product lineup, Intel still can't make money, then it will consider whether it makes sense to be in this business, but they're not going to quit before giving it their best shot.

Seagate needs access to low cost NAND flash and they don't need to obtain that access by getting into the retail flash card business or doubling their annual capex. They could achieve the same means by either investing a small equity stake in a NAND flash vendor or placing an upfront payment to secure NAND flash capacity at preferential pricing. Apple did something similar when it introduced its first flash-based iPOD. Such an arrangement also affords Seagate sourcing flexibility especially if those wild hockey stick projections of SSD shipments don't pan out.

Seagate Fires First Volley Against SSD maker

Hard drive maker Seagate a lawsuit against solid state drive manufacturer STEC in the Northern District of California claiming STEC infringed four of Seagate’s patents related to how a SSD interfaces with computers. This is the first time a HDD manufacturer has sued a SSD maker.

It’s hard to see the financial motivation behind such a move. STEC’s enterprise SSD revenues were only $11 million in 2007, although it could reach 4-10x more this year depending on the ramp of the ZeusIOPS and Mach8 MLC product lines. With a market share of over 50% in enterprise HDDs, Seagate clearly sees a longer-term threat from the leading maker of enterprise SSDs.

However, a bigger motivation would be to send a signal to flash memory makers about the value of its intellectual property. It’s no secret that Seagate has been courting NAND flash vendors to secure NAND flash for a SSD it’s planning for the end of the year. A rumored JV with Micron fell apart last year and it is apparently in discussions with two of the three largest vendors. One of the main stumbling blocks is what Seagate could bring to any cooperation as all NAND flash vendors have ambitions to develop and market SSDs. This litigation could be a validation of the IP which Seagate can offer. Western Digital, which along with Seagate, was an early investor in SanDisk (then SunDisk) apparently holds some critical controller and wear leveling IP and could be next to enforce its IP.

SanDisk is taking no chances. In Q2/07, it set up Solid State Storage Solutions LLC with unknown partners that will license IP, presumably SSD-related IP. In July 2007, Solid State Storage Solutions LLC invested $42.5 million for the acquisition of intellectual property. It has apparently purchased relevant SSD and controller IP from Renesas Technology. This IP could prove effective in extracting royalties from flash memory card manufacturers and controller makers entering the SSD space, but it is questionable whether it is enough to counter any future claims by Seagate and WD.