425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2016

SANDISK CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-26734	77-0191793
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

951 SanDisk Drive, Milpitas, California	95035
(Address of principal executive offices)	(Zip Code)

(408) 801-1000
(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.Other Events.

On May 10, 2016, SanDisk Corporation (“SanDisk” or the “Company”) issued a press release announcing that it has received final regulatory approval from China’s Ministry of Commerce (“MOFCOM”) to complete the acquisition of the Company by Western Digital Technologies, Inc., a wholly-owned subsidiary of Western Digital Corporation (“Western Digital”). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The notice from MOFCOM satisfies the final regulatory condition to closing the acquisition. The acquisition is expected to close on May 12, 2016.

Also on May 10, 2016, the Company issued supplemental notices to holders of its outstanding 1.5% Convertible Senior Notes due 2017 (the “2017 Notes”) and to holders of its outstanding 0.5% Convertible Senior Notes due 2020 (the “2020 Notes”) of the expected effective date of the merger. A copy of the supplemental notice to holders of the 2017 Notes is attached hereto as Exhibit 99.2 and incorporated herein by reference. A copy of the supplemental notice to holders of the 2020 Notes is attached hereto as Exhibit 99.3 and incorporated herein by reference.

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 Corporation, 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 Technologies, Inc.’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; (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 2016, and Western Digital’s overall business and financial condition, including those more fully described in Western Digital Corporation’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 Corporation 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 Corporation have provided the joint proxy statement/prospectus to their respective stockholders.  SanDisk and Western Digital Corporation 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 Corporation may file with the SEC in connection with the proposed merger.  INVESTORS AND SECURITY

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HOLDERS OF SANDISK AND WESTERN DIGITAL CORPORATION 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 Corporation will be available free of charge on Western Digital’s website at http://www.westerndigital.com.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of SanDisk Corporation, dated May 10, 2016.
99.2	Supplemental Notice of Merger Effective Date to the Holders of SanDisk Corporation 1.5% Convertible Senior Notes due 2017, dated May 10, 2016.
99.3	Supplemental Notice of Merger Effective Date to the Holders of SanDisk Corporation 0.5% Convertible Senior Notes due 2020, dated May 10, 2016.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SanDisk Corporation
Date: May 10, 2016	By:	/s/ Judy Bruner
		Judy Bruner
	Executive Vice President, Administration and Chief Financial Officer (Principal Financial Officer)

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of SanDisk Corporation, dated May 10, 2016.
99.2	Supplemental Notice of Merger Effective Date to the Holders of SanDisk Corporation 1.5% Convertible Senior Notes due 2017, dated May 10, 2016.
99.3	Supplemental Notice of Merger Effective Date to the Holders of SanDisk Corporation 0.5% Convertible Senior Notes due 2020, dated May 10, 2016.

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EX-99.1

Exhibit 99.1

NEWS RELEASE

SanDisk Corporation

951 SanDisk Drive

Milpitas, CA 95035-7932

Phone: 408-801-1000

SANDISK ANNOUNCES FINAL REGULATORY APPROVAL FOR ACQUISITION BY WESTERN DIGITAL

Acquisition expected to close on May 12, 2016

MILPITAS, Calif. — May 10, 2016 — SanDisk Corporation (NASDAQ: SNDK) today announced that the Ministry of Commerce of China (“MOFCOM”) has approved the acquisition of SanDisk by Western Digital Technologies, Inc., a wholly-owned subsidiary of Western Digital Corporation (NASDAQ: WDC).

All necessary regulatory approvals for the acquisition have now been received and the transaction is expected to close on Thursday, May 12, 2016.  SanDisk stockholders previously voted to approve the transaction at a special meeting of stockholders held on March 15, 2016.

“We are pleased that the final regulatory approval has been received and we can now proceed with the planned combination with Western Digital,” said Sanjay Mehrotra, president and chief executive officer, SanDisk.  “We thank our stakeholders for their support of this transaction and look forward to contributing to the success of Western Digital as it transforms into the leading storage solutions company.”

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 Corporation, 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 Technologies, Inc.’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; (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 2016, and Western Digital’s overall business and financial condition, including those more fully described in Western Digital Corporation’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 Corporation 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 Corporation have provided the joint proxy statement/prospectus to their respective stockholders.  SanDisk and Western Digital Corporation 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 Corporation may file with the SEC in connection with the proposed merger.  INVESTORS AND SECURITY HOLDERS OF SANDISK AND WESTERN DIGITAL CORPORATION 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 Corporation will be available free of charge on Western Digital’s website at http://www.westerndigital.com.

Investor Contacts:

Jay Iyer, 408-801-2067

jay.iyer@sandisk.com

Brendan Lahiff, 408-801-1732

brendan.lahiff@sandisk.com

Media Contact:

Carol Kurimsky, 408-801-1390

carol.kurimsky@sandisk.com

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EX-99.2

Exhibit 99.2

SUPPLEMENTAL NOTICE OF MERGER EFFECTIVE DATE

SanDisk Corporation 1.5% Convertible Senior Notes due 2017

CUSIP No. 80004CAD3

May 10, 2016

Reference is made to the Indenture, dated as of August 25, 2010 (the “Indenture”), by and between SanDisk Corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing the Company’s 1.5% Convertible Senior Notes due 2017 (CUSIP No. 80004CAD3) (the “Notes”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture.

On October 21, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Western Digital Corporation (“Western Digital”), Western Digital Technologies Inc. (pursuant to that certain accession agreement dated as of March 25, 2016), a wholly-owned subsidiary of Western Digital (“WDT”), and Schrader Acquisition Corporation (the “Merger Sub”), a wholly-owned subsidiary of WDT. Pursuant to the Merger Agreement, the Merger Sub will merge with and into the Company (the “Merger”). After the consummation of the Merger, the Company will be the surviving corporation and a wholly-owned indirect subsidiary of Western Digital.

On March 1, 2016, the Company sent the Notice of Anticipated Designated Event and Fundamental Change (the “Initial Notice”) to holders of the Notes. Pursuant to the Initial Notice, the Company hereby provides notice to holders of the Notes that it expects that the effective date of the Merger will be May 12, 2016.

SANDISK CORPORATION

EX-99.3

Exhibit 99.3

SUPPLEMENTAL NOTICE OF MERGER EFFECTIVE DATE

SanDisk Corporation 0.5% Convertible Senior Notes due 2020

CUSIP No. 80004CAE1

May 10, 2016

Reference is made to the Indenture, dated as of October 29, 2013 (the “Indenture”), by and between SanDisk Corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing the Company’s 0.5% Convertible Senior Notes due 2020 (CUSIP No. 80004CAE1) (the “Notes”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture.

On October 21, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Western Digital Corporation (“Western Digital”), Western Digital Technologies Inc. (pursuant to that certain accession agreement dated as of March 25, 2016), a wholly-owned subsidiary of Western Digital (“WDT”), and Schrader Acquisition Corporation (the “Merger Sub”), a wholly-owned subsidiary of WDT. Pursuant to the Merger Agreement, the Merger Sub will merge with and into the Company (the “Merger”). After the consummation of the Merger, the Company will be the surviving corporation and a wholly-owned indirect subsidiary of Western Digital.

On March 1, 2016, the Company sent the Notice of Anticipated Designated Event and Fundamental Change (the “Initial Notice”) to holders of the Notes. Pursuant to the Initial Notice, the Company hereby provides notice to holders of the Notes that it expects that the effective date of the Merger will be May 12, 2016.

SANDISK CORPORATION