SanDisk Corporation (NASDAQ: SNDK) announced that at the Special
Stockholder Meeting held today, the company’s stockholders approved
the merger proposal with Western Digital Corporation with 98% of
the votes cast in favor of the merger. In addition, as reported in
a separate press release issued today by Western Digital, the
Western Digital stockholders have approved the proposal to issue
additional shares of Western Digital common stock (the NASDAQ Stock
Issuance Proposal) in order to complete the proposed acquisition of
SanDisk Corporation.
“We are pleased with our stockholders’ strong support of the
merger proposal, reflecting the excellent value to be provided to
SanDisk stockholders,” said Sanjay Mehrotra, president and chief
executive officer of SanDisk. “The combination of SanDisk 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 addition to approving Proposal No. 1 to adopt the agreement
and plan of merger, SanDisk stockholders also approved Proposal No.
2 related to meeting adjournment and Proposal No. 3, the advisory
vote on executive compensation.
The transaction has received regulatory approvals in the U.S.,
EU, Singapore, Japan, Taiwan, South Korea, Turkey and South Africa.
The transaction remains subject to other closing conditions per the
merger agreement, including regulatory approval in China. SanDisk
continues to expect the company’s merger with Western Digital to
close in the second calendar quarter of 2016.
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 failure to satisfy 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. 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/20160315006324/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
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