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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