IRVINE, Calif., March 3, 2016 /PRNewswire/ -- Western
Digital Corporation (NASDAQ: WDC) today announced that Glass Lewis
& Co., LLC and Egan-Jones Proxy Services, leading independent
proxy advisory firms, have both issued a report recommending that
Western Digital shareholders vote to approve the issuance of
Western Digital common stock (the NASDAQ Stock Issuance Proposal)
in the proposed acquisition of SanDisk Corporation (NASDAQ: SNDK)
and all other proposals described in Western Digital's proxy
statement/prospectus relating to the company's special meeting of
shareholders to be held on March 15,
2016.
Institutional Shareholder Services ("ISS"), a leading
independent proxy advisory firm, has also advised shareholders to
vote "FOR" the combination with SanDisk in an earlier report.
"We are pleased that ISS, Glass Lewis and Egan-Jones have all
recommended voting in favor of this compelling combination, a
further endorsement of the significant value it would create for
our shareholders," said Steve
Milligan, chief executive officer of Western Digital.
Western Digital's board of directors unanimously recommends that
Western Digital shareholders vote "FOR" the proposal to issue
Western Digital common stock to acquire SanDisk, which is necessary
to complete the transaction.
Western Digital's special meeting of shareholders is scheduled
to take place on March 15, 2016, at
8:00 a.m. local time at 3333
Michelson Drive, Irvine,
California. Western Digital shareholders of record at the
close of business on Feb. 3, 2016,
will be entitled to vote at the special meeting.
Shareholders are urged to support the SanDisk transaction by
voting "FOR" the three proposals being presented to shareholders,
including the share issuance proposal. Shareholders may vote by
telephone, Internet or by returning a signed proxy or voting
instruction form by mail. Investors with questions regarding the
transaction or how to vote their shares may contact the firm's
proxy solicitor, Morrow & Co., LLC at 1 (877) 849-0763.
About Western Digital
Western Digital Corporation (NASDAQ: WDC) is an industry-leading
developer and manufacturer of storage solutions that enable people
to create, leverage, experience and preserve data. The company
addresses ever-changing market needs by providing a full portfolio
of compelling, high-quality storage solutions with effective
technology deployment, high efficiency, flexibility and speed. Our
products are marketed under the HGST and WD brands to OEMs,
distributors, resellers, cloud infrastructure providers and
consumers. For more information, please visit www.hgst.com and
www.wd.com.
Forward-Looking Statements
This document contains forward-looking statements within the
meaning of the federal securities laws. These forward-looking
statements include, but are not limited to, statements regarding
Western Digital Corporation's ("Western Digital") proposed merger
with SanDisk Corporation ("SanDisk") (including financing of the
proposed transaction and the benefits, results, effects and timing
of a transaction), all statements regarding Western Digital's (and
Western Digital's and SanDisk's combined) expected future financial
position, results of operations, cash flows, dividends, financing
plans, business strategy, budgets, capital expenditures,
competitive positions, growth opportunities, plans and objectives
of management, and statements containing the use of forward-looking
words, such as "may," "will," "could," "would," "should,"
"project," "believe," "anticipate," "expect," "estimate,"
"continue," "potential," "plan," "forecast," "approximate,"
"intend," "upside," and the like, or the use of future tense.
Statements contained herein concerning the business outlook or
future economic performance, anticipated profitability, revenues,
expenses, dividends or other financial items, and product or
services line growth of Western Digital (and the combined
businesses of Western Digital and SanDisk), together with other
statements that are not historical facts, are forward-looking
statements that are estimates reflecting the best judgment of
Western Digital based upon currently available information.
Statements concerning current conditions may also be
forward-looking if they imply a continuation of current
conditions.
Such forward-looking statements are inherently uncertain, and
shareholders and other potential investors must recognize that
actual results may differ materially from Western Digital's
expectations as a result of a variety of factors, including,
without limitation, those discussed below. These forward-looking
statements are based upon management's current expectations and
include known and unknown risks, uncertainties and other factors,
many of which Western Digital is unable to predict or control, that
may cause actual results, performance or plans to differ materially
from those expressed or implied by such forward-looking statements,
including: volatility in global economic conditions; business
conditions and growth in the storage ecosystem; pricing trends and
fluctuations in average selling prices; the availability and cost
of commodity materials and specialized product components; actions
by competitors; unexpected advances in competing technologies; the
development and introduction of products based on new technologies
and expansion into new data storage markets; and other risks and
uncertainties listed in the company's filings with the Securities
and Exchange Commission (the "SEC"), including Western Digital's
most recent Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K. You should not place undue
reliance on these forward-looking statements, which speak only as
of the date hereof, and Western Digital undertakes no obligation to
update these forward-looking statements to reflect new information
or events.
Risks and uncertainties related to the proposed merger include,
but are not limited to, the risk that SanDisk's shareholders do not
approve the merger or that Western Digital's shareholders do not
approve the issuance of stock in the merger (to the extent such
approval is required), potential adverse reactions or changes to
business relationships resulting from the announcement, pendency or
completion of the merger, uncertainties as to the timing of the
merger, the possibility that the closing conditions to the proposed
merger may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant a
necessary approval, adverse effects on Western Digital's stock
price resulting from the announcement or completion of the merger,
competitive responses to the announcement or completion of the
merger, costs and difficulties related to the integration of
SanDisk's businesses and operations with Western Digital's
businesses and operations, the inability to obtain, or delays in
obtaining, cost savings and synergies from the merger,
uncertainties as to whether the completion of the merger or any
transaction will have the accretive effect on Western Digital's
earnings or cash flows that it expects, unexpected costs,
liabilities, charges or expenses resulting from the merger,
litigation relating to the merger, the inability to retain key
personnel, and any changes in general economic and/or
industry-specific conditions. In addition to the factors set
forth above, other factors that may affect Western Digital's or
SanDisk's plans, results or stock price are set forth in Western
Digital's and SanDisk's respective filings with the SEC, including
Western Digital's and SanDisk's most recent Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K and Western Digital's most recent registration statement on
Form S-4, referred to below. Many of these factors are beyond
Western Digital's and SanDisk's control. Western Digital and
SanDisk caution investors that any forward-looking statements made
by Western Digital or SanDisk are not guarantees of future
performance. Neither Western Digital nor SanDisk intend, or
undertake any obligation, to publish revised forward-looking
statements to reflect events or circumstances after the date of
this document or to reflect the occurrence of unanticipated
events.
Important Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed merger between
Western Digital and SanDisk. In connection with the proposed
merger, Western Digital filed a registration statement on Form S-4
with the SEC on Dec. 11, 2015, as
amended by Amendment No. 1, dated Jan. 27,
2016 and by Amendment No. 2, dated Feb. 5, 2016, which was declared effective by the
SEC on Feb. 5, 2016, and Western
Digital filed the definitive proxy statement/prospectus on
Feb. 5, 2016. Western Digital and
SanDisk began to mail the definitive joint proxy
statement/prospectus to their respective shareholders on
Feb. 5, 2016. This material is not a
substitute for the joint proxy statement/prospectus or registration
statement or for any other document that Western Digital or SanDisk
may file with the SEC and send to Western Digital's and/or
SanDisk's shareholders in connection with the proposed merger.
INVESTORS AND SECURITY HOLDERS OF WESTERN DIGITAL AND SANDISK ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and
security holders will be able to obtain copies of the joint proxy
statement/prospectus as well as other filings containing
information about Western Digital and SanDisk, without charge, at
the SEC's website, http://www.sec.gov. Copies of the documents
filed with the SEC by Western Digital will be available free of
charge on Western Digital's website at http://www.wdc.com. Copies
of the documents filed with the SEC by SanDisk will be available
free of charge on SanDisk's website at http://www.sandisk.com.
Participants in Solicitation
Western Digital, SanDisk and their respective directors,
executive officers and certain other members of management and
employees may be soliciting proxies from their respective
shareholders in favor of the proposed transaction.
Information regarding the persons who may, under the rules of the
SEC, be considered participants in the solicitation of shareholders
in connection with the proposed transaction is set forth in the
definitive joint proxy statement/prospectus referred to
above. You can find information about Western Digital's and
SanDisk's executive officers and directors in the definitive proxy
statement referred to above and about SanDisk's executive officers
and directors in its definitive proxy statement filed with the SEC
on April 27, 2015. You can obtain
free copies of these documents from Western Digital and SanDisk,
respectively, using the contact information above. Investors may
obtain additional information regarding the interest of such
participants by reading the joint proxy statement/prospectus filed
on Western Digital's most recent Form S-4.
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SOURCE Western Digital Corp.