Sandisk Announces Launch of Secondary Offering of Common Stock

Sandisk Corporation (SNDK) announced the launch of a secondary public offering of 17,000,000 shares of its common stock currently owned by parent company Western Digital Corporation (WDC).

Sandisk is not selling any shares of common stock and will not receive any proceeds from the sale of the SNDK Shares in the Offering or from the debt-for-equity exchange (described below).

Prior to the closing of the Offering, WDC is expected to exchange the SNDK Shares for certain indebtedness of WDC held by affiliates of J.P. Morgan Securities LLC and BofA Securities (such affiliates, the ‘debt-for-equity exchange parties’). Upon the consummation of the debt-for-equity exchange, WDC is expected to deliver the SNDK Shares, at the request of the debt-for-equity exchange parties, to J.P.

Morgan Securities LLC and BofA Securities, in their capacity as selling stockholders in the Offering (in such capacity, the ‘Selling Stockholders’). Following the debt-for-equity exchange, if consummated, the Selling Stockholders intend to sell the SNDK Shares to the underwriters in the Offering.

The Selling Stockholders in the Offering have granted the underwriters an option (the ‘greenshoe’) to purchase up to 2,550,000 additional shares of Sandisk common stock at the public offering price less the underwriting discount for 13 days.

Following the completion of the debt-for-equity exchange, and if the greenshoe is completely exercised by the underwriters, WDC would own 9,277,787 shares of SNDK Shares.

J.P. Morgan Securities LLC and BofA Securities are acting as the joint lead book-runners for the Offering and the representatives of the underwriters of the Offering.

A registration statement on Form S-1 relating to these securities has been filed with the US SEC but has not yet become effective. These securities may not be sold nor may offers to buy these securities be accepted prior to the time the registration statement becomes effective. Before you invest, you should read the registration statement (including the preliminary prospectus included therein) for more complete information about the Company and this Offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the preliminary prospectus relating to the Offering, when available, may be obtained from J.P. Morgan Securities LLC, Attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by e-mail at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; or BofA Securities, Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, or by e-mail at dg.prospectus_requests@bofa.com.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.