SanDisk Provides Notice of Anticipated Designated Event & Fundamental Change Relating to Its 1.5% Convertible Senior Notes Du...
March 01 2016 - 4:45PM
Business Wire
SanDisk Corporation (NASDAQ: SNDK) announced today that it has
provided notice of an anticipated designated event and fundamental
change to holders of its 1.5% Convertible Senior Notes due 2017 and
its 0.5% Convertible Senior Notes due 2020 (together, the “Notes”).
Notice was given, pursuant to the indentures governing the Notes,
that the consummation of the merger (the “Merger”) contemplated by
the Agreement and Plan of Merger, dated as of October 21, 2015 (the
“Merger Agreement”), by and among SanDisk, Western Digital
Corporation and Schrader Acquisition Corporation, a wholly-owned
subsidiary of Western Digital, would constitute a designated event
and a fundamental change under each of the indentures. Notice was
also given, pursuant to the indentures, that the anticipated
effective date of the Merger will be April 20, 2016.
Consummation of the Merger, however, remains subject to the
satisfaction of certain specified conditions under the Merger
Agreement, including the receipt of stockholder approval of both
companies and of regulatory clearances in China and South Africa
which have not yet been obtained and the timing of which cannot be
readily predicted at this time. As the actual effective date of the
Merger cannot yet be determined, SanDisk will provide a
supplemental notice as soon as reasonably practicable following
SanDisk’s determination of the actual effective date of the Merger.
Holders of the Notes may surrender the Notes for conversion from
March 8, 2016 until a date to be specified by SanDisk that will be
at least 20 business days after the actual effective date of the
Merger in accordance with, and subject to, the terms of the
applicable indenture. If the Merger closes, the holders of the
Notes would be expected to exercise the right to convert their
notes in accordance with their terms at a temporarily increased
conversion rate shortly following the closing of the Merger
(although the holders’ actual decisions will depend upon their
judgments based on the prevailing market conditions).
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, 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160301007051/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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