Filed by Western Digital Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934 Subject Company: SanDisk Corporation
CREATING A GLOBAL LEADER Commission File No. 000-26734
IN STORAGE TECHNOLOGY
Global scale Extensive product Deep expertise and technology assets in
NVM
Filed by Western Digital Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange
Act of 1934 Subject Company: SanDisk Corporation
CREATING A GLOBAL LEADER Commission File No. 000-26734
IN STORAGE TECHNOLOGY
Global scale Extensive product Deep expertise and technology assets in
NVM
Western Digital is acquiring SanDisk for approximately $19 Billion
Enterprise Client Embedded Removable NAND Software HDD
SSD SSD flash flash
Tech and Systems
Enhanced scale and extensive portfolio strengthens ability to capture growth and opportunities in a rapidly evolving landscape
2017
Transaction more than $76B doubles addressable market
$ 2015 37B
Double-digit growth Growth driven by
10x growth in global data in SSDs for next 5 years Big Data analytics, usage from 2013-2020 and 10% CAGR in global digital video, mobile devices, NAND flash market cloud computing,
datacenters
PREPARING FOR THE FUTURE OF STORAGE TECHNOLOGY
The
broadest portfolio of
storage technology solutions
in the industry $19.7B
Combined LTM revenues, with
Multi-channel provider across SSD/NAND exposure
going
OEM, enterprise, hyperscale from 6% to 32% of total sales
and retail
customers
NAND technology leadership $2.3B
through Toshiba/SanDisk JV;
Combined R&D spend
driven by deep collaboration represents approximately
across design and process 12% of total revenues
capabilities
Innovation driven by $500M
IP and talent, along with Expected full annual run-rate
Toshiba collaboration synergies within 18 months
post-closing
Western Digital SanDisk
9.7K+ 10K+ 3K+ 6.5K+
engineers patents/ engineers patents/ worldwide applications worldwide applications
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 Western Digital Corporation’s proposed business combination transaction with
SanDisk Corporation (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 and SanDisk 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 stockholders and
other potential investors must recognize that actual results may differ materially from Western Digital’s and SanDisk’s expectations as a result of a variety of factors, including, without limitation, those discussed below. Such
forward-looking statements are based upon the current expectations of Western Digital’s and SanDisk’s management and include known and unknown risks, uncertainties and other factors, many of which Western Digital and SanDisk are unable to
predict or control, that may cause Western Digital’s or SanDisk’s actual results, performance or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These
statements involve risks, uncertainties and other factors discussed below and detailed from time to time in Western Digital’s and SanDisk’s filings with the Securities and Exchange Commission (the “SEC”).
Risks and uncertainties related to the proposed merger include, but are not limited to, the risk that SanDisk’s or Western Digital’s stockholders do not approve the
merger, 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 thatmay 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.
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. Western Digital or SanDisk do not intend, and undertake no 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.
Additional Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitationof any vote or approval. This communication may be
deemed to be solicitation material in respect of the proposed merger between Western Digital and SanDisk. In connection with the proposed merger, Western Digital intends to file a registration statement on Form S-4 with the SEC that contains
apreliminary joint proxy statement of SanDisk and Western Digital that also constitutes a preliminary prospectus of Western Digital. After the registration statement is declared effective, Western Digital and SanDisk will mail the definitive proxy
statement/prospectus to their respective stockholders. 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 stockholders 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 holderswill be able to obtain copies of the joint proxy statement/prospectus (when filed) 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 SanDiskwill be available free of charge on SanDisk’s website at http://www.sandisk.com.
Participants in Solicitation
Western Digital, SanDisk and their respective
directors, executive officers and certain other members of management and employees may be soliciting proxies from their respective stockholders in favor of the proposed transaction. Information regarding the persons who may, under the rules of the
SEC, be considered participants in the solicitation of stockholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Western
Digital’s executive officers and directors in Western Digital’s definitive proxy statement filed with the SEC on September 23, 2015. You can find information about SanDisk’s executive officers and directors in its definitive
proxy statement filed with the SEC on April 27, 2015. You can obtain free copies of these documents from Western Digital and SanDisk, respectively, using the contact information above. Investors may obtain additional information regarding the
interest of such participants by reading the joint proxy statement/prospectus regarding the proposed merger when it becomes available.