SanDisk Announces Final Regulatory Approval for Acquisition by Western Digital
May 10 2016 - 08:10AM
Business Wire
Acquisition expected to close on May 12,
2016
SanDisk Corporation (NASDAQ: SNDK) today announced that the
Ministry of Commerce of China (“MOFCOM”) has approved the
acquisition of SanDisk by Western Digital Technologies, Inc., a
wholly-owned subsidiary of Western Digital Corporation (NASDAQ:
WDC).
All necessary regulatory approvals for the acquisition have now
been received and the transaction is expected to close on Thursday,
May 12, 2016. SanDisk stockholders previously voted to approve the
transaction at a special meeting of stockholders held on March 15,
2016.
“We are pleased that the final regulatory approval has been
received and we can now proceed with the planned combination with
Western Digital,” said Sanjay Mehrotra, president and chief
executive officer, SanDisk. “We thank our stakeholders for their
support of this transaction and look forward to contributing to the
success of Western Digital as it transforms into the leading
storage solutions company.”
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 27 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 smartphones, 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 Corporation, 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
Technologies, Inc.’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 failure to satisfy conditions to
completion of 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 2016, and Western Digital’s overall
business and financial condition, including those more fully
described in Western Digital Corporation’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. Western Digital Corporation 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 Corporation
have provided the joint proxy statement/prospectus to their
respective stockholders. SanDisk and Western Digital Corporation
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 Corporation may file with
the SEC in connection with the proposed merger. INVESTORS AND
SECURITY HOLDERS OF SANDISK AND WESTERN DIGITAL CORPORATION 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 Corporation will be available free of charge on
Western Digital’s website at http://www.westerndigital.com.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160510005672/en/
SanDisk CorporationInvestor Contacts:Jay Iyer,
408-801-2067jay.iyer@sandisk.comBrendan Lahiff,
408-801-1732brendan.lahiff@sandisk.comorMedia Contact:Carol
Kurimsky, 408-801-1390carol.kurimsky@sandisk.com
Sandisk (NASDAQ:SNDK)
Historical Stock Chart
From Feb 2024 to Mar 2024
Sandisk (NASDAQ:SNDK)
Historical Stock Chart
From Mar 2023 to Mar 2024