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.