SanDisk: The Jerry Yang School of Investor Relations?

SanDisk (SNDK) shares are sharply lower this morning after Samsung withdrew its offer to acquire the company.

In a letter to SanDisk disclosed late yesterday, Samsung Electronics CEO Yoon Woo Lee said he is “disappointed” that the two companies could not reach an agreement. Here is the key part of the letter:

After nearly six months of efforts to pursue a transaction with no meaningful progress, we are withdrawing our proposal to acquire SanDisk. I am disappointed that we have been unable to reach an agreement on our proposal. I continue to believe that a combination of our two companies would have created a superior global brand, an unparalleled technology platform and the scale and resources to drive convergence in the marketplace. Had we been able to execute on our proposal, your shareholders would have received full, fair and certain value for their shares and your employees and other stakeholders would have benefited from a broader platform and a wider range of opportunities.

Nevertheless, we have obligations to our own shareholders which require that we take a disciplined approach, particularly with respect to significant initiatives such as this. That disciplined approach requires that we squarely face the growing uncertainties in your business, which may continue to deteriorate in this difficult economic environment and further impact your standalone value. Your recently announced third quarter results serve only to illustrate this risk. Your surprise announcements of a quarter billion dollar operating loss, a hurried renegotiation of your relationship with Toshiba and major job losses across your organization all point to a considerable increase in your risk profile and a material deterioration in value, both on a stand-alone basis as well as to Samsung. As a result of these developments, we are no longer interested in acquiring SanDisk at $26/share.

In a statement of its own, SanDisk shot back that Samsung never responded to a September 15 letter on merger discussions - a letter which rejected the company’s $26-a-share bid as too low - “and, in fact, never contacted SanDisk regarding their proposal after we delivered our letter.” SanDisk asserted that “this raises questions about the real motivations behind Samsung’s offer.”

Well, whatever. The point is, SanDisk’s board apparently attended the Jerry Yang (YHOO) School For Shareholder Relations. So the company will go it alone.

Ergo, SNDK today is down $4.78, or 32.4%, to $10.44, which is an awful long way below $26.