SanDisk Corporation (NASDAQ: SNDK), a global leader in flash
storage solutions, announced that Institutional Shareholder
Services, ISS, an independent proxy advisory research firm, has
recommended in a report released today that stockholders of SanDisk
vote FOR the proposal to approve the adoption of the Agreement and
Plan of Merger with Western Digital Corporation (NASDAQ: WDC), at a
Special Meeting of Stockholders to be held on March 15, 2016.
ISS is widely recognized as a leading independent proxy voting
and corporate governance advisory firm. Its analysis and
recommendations are relied upon by many major institutional
investment firms, mutual funds and fiduciaries.
“We are pleased that ISS supports our Board of Directors’
recommendation that stockholders vote for the acquisition, which
underscores our belief that this combination provides excellent
value for our stockholders and creates a strong partner for our
customers,” said Sanjay Mehrotra, president and chief executive
officer of SanDisk. “Joining forces with Western Digital will
enable the combined company to offer the broadest portfolio of
industry-leading, innovative storage solutions to customers across
a wide range of markets and applications.”
In its recommendation of the proposal to adopt the resolution
FOR the proposed merger, ISS stated:
“A vote FOR the proposed merger is warranted given the strategic
rationale, the fact that the substantial cash portion of the
consideration has helped to preserve value for shareholders despite
the broader sector decline, and the still-significant premium to
the unaffected stock price.”
The SanDisk Board of Directors urges SanDisk stockholders to
vote “FOR” the three proposals being presented to stockholders,
including the proposal to approve the adoption of the Agreement and
Plan of Merger with Western Digital.
The Special Meeting of Stockholders of SanDisk Corporation will
be held at SanDisk’s corporate headquarters, 951 SanDisk Drive,
Milpitas, CA 95035, at 8:00 a.m., local time, on March 15, 2016.
Stockholders of record as of the close of business on February 3,
2016 are entitled to vote at the Special Meeting. Stockholders with
questions about the transaction or how to vote their shares may
contact the Company's proxy solicitor, Innisfree M&A
Incorporated, toll-free at 877-825-8772.
About SanDisk
SanDisk Corporation (NASDAQ: SNDK), a Fortune 500 and S&P
500 company, is a global leader in flash storage solutions. For
more than 25 years, SanDisk has expanded the possibilities of
storage, providing trusted and innovative products that have
transformed the electronics industry. Today, SanDisk’s quality,
state-of-the-art solutions are at the heart of many of the world's
largest data centers, and embedded in advanced smart phones,
tablets and PCs. SanDisk’s consumer products are available at
hundreds of thousands of retail stores worldwide. For more
information, visit www.sandisk.com.
© 2016 SanDisk Corporation. All rights reserved. SanDisk and the
SanDisk logo are trademarks of SanDisk Corporation, registered in
the United States and other countries. Other brand names mentioned
herein are for identification purposes only and may be the
trademarks of their respective holder(s).
Forward-Looking Statements
All statements included or incorporated by reference in this
document, other than statements or characterizations of historical
fact, are forward-looking statements within the meaning of the
federal securities laws, including Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements are based
on SanDisk’s current expectations, estimates and projections about
the proposed merger, its business and industry, management’s
beliefs, and certain assumptions made by SanDisk and Western
Digital, all of which are subject to change. Forward-looking
statements can often be identified by words such as “anticipates,”
“expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,”
“estimates,” “may,” “will,” “should,” “would,” “could,”
“potential,” “continue,” “ongoing,” similar expressions, and
variations or negatives of these words. Examples of such
forward-looking statements include, but are not limited to,
references to the anticipated benefits of the proposed merger and
the expected date of closing of the merger with Western Digital’s
wholly-owned subsidiary, Schrader Acquisition Corporation. These
forward-looking statements are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially and adversely from those
expressed in any forward-looking statement.
Important risk factors that may cause such a difference in
connection with the proposed merger include, but are not limited
to, the following factors: (1) the inability to complete the merger
due to the failure to obtain stockholder approvals for the merger
or the failure to satisfy other conditions to completion of the
merger, including the receipt of all regulatory approvals related
to the merger; (2) uncertainties as to the timing of the
consummation of the merger and the ability of each party to
consummate the merger; (3) risks that the proposed merger disrupts
the current plans and operations of Western Digital or SanDisk; (4)
the ability of Western Digital and SanDisk to retain and hire key
personnel; (5) competitive responses to the proposed merger; (6)
unexpected costs, charges or expenses resulting from the merger;
(7) the outcome of any legal proceedings that could be instituted
against Western Digital, SanDisk or their respective directors
related to the merger agreement; (8) potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the merger; (9) the inability to obtain, or delays
in obtaining, cost savings and synergies from the merger; (10)
delays, challenges and expenses associated with integrating the
combined companies’ existing businesses and the indebtedness
planned to be incurred in connection with the merger; and (11)
legislative, regulatory and economic developments. These risks, as
well as other risks associated with the proposed merger, are more
fully discussed in the joint proxy statement/prospectus that is
included in the Registration Statement on Form S-4 filed with the
Securities and Exchange Commission (“SEC”) in connection with the
proposed merger. The forward-looking statements in this document
speak only as of the date of the particular statement. Neither
SanDisk nor Western Digital undertakes any obligation to revise or
update publicly any forward-looking statement to reflect future
events or circumstances.
In addition, actual results are subject to other risks and
uncertainties that relate more broadly to SanDisk’s overall
business, including those more fully described in SanDisk’s filings
with the SEC including its annual report on Form 10-K for the
fiscal year ended January 3, 2016, and its quarterly reports filed
on Form 10-Q for fiscal year 2015, and Western Digital’s overall
business and financial condition, including those more fully
described in Western Digital’s filings with the SEC including its
annual report on Form 10-K for the fiscal year ended July 3, 2015
and its quarterly reports filed on Form 10-Q for the current fiscal
year.
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. The proposed transaction will be submitted to
the stockholders of each of SanDisk and Western Digital. Western
Digital filed with the SEC a Registration Statement on Form S-4
which includes a joint proxy statement/prospectus of SanDisk and
Western Digital. The Registration Statement on Form S-4 was
declared effective on February 5, 2016. Each of SanDisk and Western
Digital are providing the joint proxy statement/prospectus to their
respective stockholders. SanDisk and Western Digital also plan to
file other documents with the SEC regarding the proposed merger.
This document is not a substitute for the joint proxy
statement/prospectus or registration statement or any other
document which SanDisk or Western Digital may file with the SEC in
connection with the proposed merger. INVESTORS AND SECURITY HOLDERS
OF SANDISK AND WESTERN DIGITAL ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. You may obtain copies of all documents filed with
the SEC regarding this merger, free of charge, at the SEC’s website
(www.sec.gov). In addition, 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. 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.westerndigital.com.
Participants in the Solicitation
SanDisk, Western Digital, and certain of their respective
directors, executive officers and other members of management and
employees, under SEC rules may be deemed to be participants in the
solicitation of proxies from SanDisk and Western Digital
stockholders in connection with the proposed merger. You can find
more detailed information about SanDisk’s executive officers and
directors in its definitive proxy statement filed with the SEC on
April 27, 2015. You can find more detailed information about
Western Digital’s executive officers and directors in its
definitive proxy statement filed with the SEC on September 23,
2015. Information regarding the persons who may, under the rules of
the SEC, be deemed participants in the solicitation of stockholders
in connection with the proposed merger is set forth in the
above-referenced joint proxy statement/prospectus. Additional
information about SanDisk’s executive officers and directors and
Western Digital’s executive officers and directors can be found in
the above-referenced Registration Statement on Form S-4.
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version on businesswire.com: http://www.businesswire.com/news/home/20160229006495/en/
SanDisk CorporationInvestor Contacts:Jay Iyer,
408-801-2067jay.iyer@sandisk.comorBrendan Lahiff,
408-801-1732brendan.lahiff@sandisk.comorMedia Contact:Carol
Kurimsky, 408-801-1390carol.kurimsky@sandisk.com
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