IRVINE, Calif., May 10, 2016 /PRNewswire/ -- Western
Digital® Corporation (NASDAQ: WDC) ("Western Digital" or the "Company") today announced that it has received
regulatory approval from China's Ministry of Commerce ("MOFCOM") in connection with the planned
acquisition by Western Digital Technologies, Inc., a wholly owned subsidiary of Western Digital, of SanDisk Corporation (NASDAQ:
SNDK) ("SanDisk"). The MOFCOM decision completes the regulatory review process required for this transaction. Western Digital
expects the transaction to close on Thursday, May 12, 2016.
"We are pleased to have received approval from MOFCOM, the final regulatory milestone for our combination with SanDisk," said
Steve Milligan, chief executive officer of Western Digital. "We look forward to closing the
transaction and to integrating our two global businesses to create the leading storage solutions company."
The transaction has also received regulatory approvals in the U.S., E.U., Singapore,
Japan, Taiwan, South Korea,
South Africa and Turkey. Western Digital and SanDisk
shareholders voted to approve the transaction at their respective special meetings of shareholders held on March 15, 2016.
About Western Digital
Western Digital Corporation (NASDAQ: WDC) is an industry-leading developer and manufacturer of storage solutions that
enable people to create, leverage, experience and preserve data. The company addresses ever-changing market needs by providing a
full portfolio of compelling, high-quality storage solutions with effective technology deployment, high efficiency, flexibility
and speed. Our products are marketed under the HGST and WD® brands to OEMs, distributors, resellers, cloud infrastructure
providers and consumers. For more information, please visit www.hgst.com and www.wd.com.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the federal securities laws. These
forward-looking statements include, but are not limited to, statements regarding the proposed acquisition of SanDisk (including
financing of the proposed transaction and the benefits, results, effects and timing of a transaction), all statements regarding
Western Digital's (and Western Digital's and SanDisk's combined) expected future financial position, results of operations, cash
flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities,
plans and objectives of management, and statements containing the use of forward-looking words, such as "may," "will," "could,"
"would," "should," "project," "believe," "anticipate," "expect," "estimate," "continue," "potential," "plan," "forecast,"
"approximate," "intend," "upside," and the like, or the use of future tense. Statements contained herein concerning the business
outlook or future economic performance, anticipated profitability, revenues, expenses, dividends or other financial items, and
product or services line growth of Western Digital (and the combined businesses of Western Digital and SanDisk), together with
other statements that are not historical facts, are forward-looking statements that are estimates reflecting the best judgment of
Western Digital based upon currently available information. Statements concerning current conditions may also be
forward-looking if they imply a continuation of current conditions.
Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that
actual results may differ materially from Western Digital's expectations as a result of a variety of factors, including, without
limitation, those discussed below. These forward-looking statements are based upon management's current expectations and include
known and unknown risks, uncertainties and other factors, many of which Western Digital is unable to predict or control, that may
cause actual results, performance or plans to differ materially from those expressed or implied by such forward-looking
statements, including: volatility in global economic conditions; business conditions and growth in the storage ecosystem; pricing
trends and fluctuations in average selling prices; the availability and cost of commodity materials and specialized product
components; actions by competitors; unexpected advances in competing technologies; the development and introduction of products
based on new technologies and expansion into new data storage markets; and other risks and uncertainties listed in the Company's
filings with the Securities and Exchange Commission (the "SEC"), including Western Digital's most recent Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. You should not place undue reliance on these
forward-looking statements, which speak only as of the date hereof, and Western Digital undertakes no obligation to update these
forward-looking statements to reflect new information or events.
Risks and uncertainties related to the proposed merger include, but are not limited to, potential adverse reactions or changes
to business relationships resulting from the announcement, pendency or completion of the merger, uncertainties as to the timing
of the merger, the possibility that the closing conditions to the proposed merger may not be satisfied or waived, including that
a governmental entity may prohibit, delay or refuse to grant a necessary approval, adverse effects on Western Digital's stock
price resulting from the announcement or completion of the merger, competitive responses to the announcement or completion of the
merger, costs and difficulties related to the integration of SanDisk's businesses and operations with Western Digital's
businesses and operations, the inability to obtain, or delays in obtaining, cost savings and synergies from the merger,
uncertainties as to whether the completion of the merger or any transaction will have the accretive effect on Western Digital's
earnings or cash flows that it expects, unexpected costs, liabilities, charges or expenses resulting from the merger, litigation
relating to the merger, the inability to retain key personnel, and any changes in general economic and/or industry-specific
conditions. In addition to the factors set forth above, other factors that may affect Western Digital's or SanDisk's plans,
results or stock price are set forth in Western Digital's and SanDisk's respective filings with the SEC, including Western
Digital's and SanDisk's most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K
and Western Digital's most recent registration statement on Form S-4 referenced below. Many of these factors are beyond Western
Digital's and SanDisk's control. Western Digital and SanDisk caution investors that any forward-looking statements made by
Western Digital or SanDisk are not guarantees of future performance. Neither Western Digital nor SanDisk intend, or undertake any
obligation, to publish revised forward-looking statements to reflect events or circumstances after the date of this document or
to reflect the occurrence of unanticipated events.
Important 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. In
connection with the proposed merger, Western Digital filed a registration statement on Form S-4 with the SEC on Dec. 11, 2015, as amended by Amendment No. 1, dated Jan. 27, 2016 and by
Amendment No. 2, dated Feb. 5, 2016, which was declared effective by the SEC on Feb. 5, 2016, and Western Digital filed the definitive proxy statement/prospectus on Feb. 5, 2016. Western Digital and SanDisk began to mail the definitive joint proxy statement/prospectus to
their respective shareholders on Feb. 5, 2016. This material is not a substitute for the joint
proxy statement/prospectus or registration statement or for any other document that Western Digital or SanDisk may file with the
SEC and send to Western Digital's and/or SanDisk's shareholders in connection with the proposed merger. INVESTORS AND SECURITY
HOLDERS OF WESTERN DIGITAL AND SANDISK ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY
STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders
will be able to obtain copies of the joint proxy statement/prospectus as well as other filings containing information about
Western Digital and SanDisk, without charge, at the SEC's website, http://www.sec.gov. 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.wdc.com. 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.
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SOURCE Western Digital Corp.