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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