SanDisk Corporation (NASDAQ: SNDK), a global leader in flash storage solutions, announced that Institutional Shareholder Services, ISS, an independent proxy advisory research firm, has recommended in a report released today that stockholders of SanDisk vote FOR the proposal to approve the adoption of the Agreement and Plan of Merger with Western Digital Corporation (NASDAQ: WDC), at a Special Meeting of Stockholders to be held on March 15, 2016.

ISS is widely recognized as a leading independent proxy voting and corporate governance advisory firm.  Its analysis and recommendations are relied upon by many major institutional investment firms, mutual funds and fiduciaries.

“We are pleased that ISS supports our Board of Directors’ recommendation that stockholders vote for the acquisition, which underscores our belief that this combination provides excellent value for our stockholders and creates a strong partner for our customers,” said Sanjay Mehrotra, president and chief executive officer of SanDisk.  “Joining forces with Western Digital will enable the combined company to offer the broadest portfolio of industry-leading, innovative storage solutions to customers across a wide range of markets and applications.”

In its recommendation of the proposal to adopt the resolution FOR the proposed merger, ISS stated:

“A vote FOR the proposed merger is warranted given the strategic rationale, the fact that the substantial cash portion of the consideration has helped to preserve value for shareholders despite the broader sector decline, and the still-significant premium to the unaffected stock price.”

The SanDisk Board of Directors urges SanDisk stockholders to vote “FOR” the three proposals being presented to stockholders, including the proposal to approve the adoption of the Agreement and Plan of Merger with Western Digital. 

The Special Meeting of Stockholders of SanDisk Corporation will be held at SanDisk’s corporate headquarters, 951 SanDisk Drive, Milpitas, CA 95035, at 8:00 a.m., local time, on March 15, 2016.  Stockholders of record as of the close of business on February 3, 2016 are entitled to vote at the Special Meeting.  Stockholders with questions about the transaction or how to vote their shares may contact the Company's proxy solicitor, Innisfree M&A Incorporated, toll-free at 877-825-8772.