TDK Corporation to Acquire Hutchinson Technology Inc.
November 02 2015 - 8:00AM
TDK Corporation ("TDK") and Hutchinson Technology Incorporated
(NASDAQ:HTCH) ("HTI") today jointly announced that they have
entered into a definitive merger agreement under which TDK will
acquire all of the outstanding shares of common stock of HTI for
base consideration of US$3.62 per share, plus additional
consideration of up to US$0.38 per share, depending on the level of
cash (subject to certain adjustments) less any outstanding
borrowings on HTI's revolving line of credit ("net cash") held by
HTI as of the last day of the fiscal month immediately preceding
the closing date. The amount of additional consideration, if any,
will equal approximately US$0.01 per share for each US$500,000 of
HTI's net cash over US$17.5 million as of the measurement
date. As of September 27, 2015, HTI's net cash position was
approximately US$40 million. In addition to the satisfaction
of HTI's outstanding debt, the merger values HTI's equity at
approximately $126 million to $140 million on a fully diluted
basis.
Takehiro Kamigama, President and Chief Executive Officer of TDK
said, "TDK and Hutchinson Technology have shared a long history in
the disk drive industry, and I am very pleased that we can announce
this agreement. HTI's expertise and capabilities in design,
development, and manufacturing of high precision components and
assemblies will be a great addition to the TDK organization."
Rick Penn, President and Chief Executive Officer of HTI, said,
"This transaction represents a compelling opportunity for
Hutchinson Technology shareholders, employees, customers and
suppliers. By combining the market position, resources and
scale of TDK with our precision component manufacturing
capabilities, we can ensure that our customers have access to the
advanced technology they need. We are pleased to become part
of TDK, a premier company in the electronics industry."
The transaction, which has been unanimously approved by each
company's board of directors, is currently expected to close in the
first calendar quarter of 2016, subject to HTI shareholders'
approval, regulatory approvals and other customary closing
conditions. HTI's board of directors recommends that
shareholders vote to approve the transaction.
For this transaction, Janes Capital Partners is acting as
financial advisor to TDK and Nixon Peabody LLP is acting as TDK's
legal counsel. BofA Merrill Lynch is acting as financial
advisor to HTI and Faegre Baker Daniels LLP is acting as HTI's
legal counsel.
About TDK Corporation
TDK Corporation is a leading electronics company based in Tokyo,
Japan. It was established in 1935 to commercialize ferrite, a
key material in electronic and magnetic products. TDK's
portfolio includes electronic components, modules and systems
marketed under the product brands TDK and EPCOS, power supplies,
magnetic application products as well as energy devices, flash
memory application devices, and others. TDK focuses on
demanding markets in the areas of information and communication
technology and consumer, automotive and industrial electronics.
The company has a network of design and manufacturing
locations and sales offices in Asia, Europe, and in North and South
America. In fiscal 2015, TDK posted total sales of US$9.0
billion and employed about 88,000 people worldwide.
About Hutchinson Technology Incorporated
Hutchinson Technology is a global supplier of critical precision
component technologies. As a key supplier of suspension
assemblies for disk drives, HTI helps customers improve overall
disk drive performance and meet the demands of an ever-expanding
digital universe. Through its new business development
initiatives, HTI focuses on leveraging its unique precision
manufacturing capabilities in new markets to improve product
performance, reduce size, lower cost, and reduce time to
market.
Notice to Investors
In connection with the proposed merger, HTI intends to file
relevant materials with the United States Securities and Exchange
Commission (the "SEC"), including a preliminary proxy statement on
Schedule 14A. Following the filing of the definitive proxy
statement with the SEC, HTI will mail the definitive proxy
statement and a proxy card to each shareholder entitled to vote at
the special meeting relating to the proposed
merger. SHAREHOLDERS ARE URGED TO CAREFULLY READ THESE
MATERIALS IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT HTI WILL
FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. The proxy statement and other
relevant materials (when available), and any and all documents
filed by HTI with the SEC, may also be obtained for free at the
SEC's website at www.sec.gov.
This document does not constitute a solicitation of proxy, an
offer to purchase, or a solicitation of an offer to sellany
securities. HTI, its directors, executive officers, and
certain employees may be deemed to be participants in the
solicitation of proxies from the shareholders of HTI in connection
with the proposed merger. Information about the persons who
may, under the rules of the SEC, be considered to be participants
in the solicitation of HTI's shareholders in connection with the
proposed merger, and any interest they have in the proposed merger,
will be set forth in the definitive proxy statement when it is
filed with the SEC. Additional information regarding these
individuals is set forth in HTI's proxy statement for its 2015
Annual Meeting of Shareholders, which was filed with the SEC on
December 17, 2014, and its Annual Report on Form 10-K for the
fiscal year ended September 28, 2014, which was filed with the SEC
on December 10, 2014. These documents may be obtained for free
at the SEC's website at www.sec.gov.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements that are
not historical facts and are subject to risks and uncertainties
that could cause actual results to differ materially from those
described. All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements. Actual results could differ materially from those
projected or forecast in the forward-looking statements. The
factors that could cause actual results to differ materially
include, without limitation, risks or uncertainties associated
with: the satisfaction of the conditions precedent to the
consummation of the proposed transaction, including, without
limitation, the receipt of shareholder and regulatory approvals;
the amount of HTI's net cash as of the measurement date for the
determination of the additional merger consideration, if any;
unanticipated difficulties or expenditures relating to the proposed
transaction; legal proceedings that may be instituted against HTI
and others following announcement of the proposed transaction;
disruptions of current plans and operations caused by the
announcement and pendency of the proposed transaction; potential
difficulties in employee retention as a result of the announcement
and pendency of the proposed transaction; the response of
customers, distributors, suppliers and competitors to the
announcement of the proposed transaction; and other factors
described in HTI's Annual Report on Form 10-K for the fiscal year
ended September 28, 2014 filed with the SEC. TDK and HTI
assume no obligation to update the information in this press
release, except as required by law. Readers are cautioned not
to place undue reliance on these forward-looking statements that
speak only as of the date hereof.
CONTACT: TDK CORPORATION CONTACTS:
Corporate Communications Group:
Sumio Marukawa
+81-3-6852-7102
HUTCHINSON TECHNOLOGY CONTACTS:
Media Contact:
Connie Pautz
+1-320-587-1823
Investor Contact:
Chuck Ives
+1-320-587-1605
Hutchinson (NASDAQ:HTCH)
Historical Stock Chart
From Mar 2024 to Apr 2024
Hutchinson (NASDAQ:HTCH)
Historical Stock Chart
From Apr 2023 to Apr 2024