Item 8.01. Other Events.
As previously disclosed,
on November 1, 2015, Hutchinson Technology Incorporated (the “Company”) entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with Headway Technologies, Inc., a California corporation (“Parent”), and
Hydra Merger Sub, Inc., a Minnesota corporation and wholly owned subsidiary of Parent (“Merger Subsidiary”). Pursuant
to the Merger Agreement, Merger Subsidiary will merge with and into the Company, and the Company will continue as the surviving
corporation and as a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Subsidiary are each beneficially
owned by TDK Corporation (“TDK”).
On December 16, 2015, the Company and TDK each received a request
for further information (the “Second Request”) from the U.S. Federal Trade Commission (the “FTC”) in connection
with the FTC’s review of the transactions contemplated by the Merger Agreement.
The Company previously expected to complete the transactions
contemplated by the Merger Agreement during the second calendar quarter of 2016. However, the FTC is continuing its review and
has not indicated when its review may be completed.
Completion of the transactions contemplated by the Merger Agreement
remains subject to the termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the “HSR Act”), and the satisfaction or waiver of the other closing conditions specified in the Merger
Agreement.
Cautionary Note Regarding Forward-Looking Statements
This report may include predictions, estimates and other information
that might be considered forward-looking statements, including, without limitation, statements relating to the completion of the
transactions contemplated by the Merger Agreement. These statements are based on current expectations and assumptions that are
subject to risks and uncertainties. Actual results could differ materially from those anticipated
as
a result of various factors, including: (1) the Company’s inability to consummate the Merger within the anticipated
time period, or at all, due to the failure to satisfy the conditions to the completion of the Merger, including the termination
or expiration of any waiting period applicable to the Merger under the HSR Act; (2) the risk that the Company’s stock
price may decline significantly if the Merger is not completed; (3) the amount of the costs, fees, expenses and charges related
to the Merger Agreement or the Merger; (4) the effect of the announcement or pendency of the Merger on the Company’s
business relationships (including, without limitation, customers and suppliers), operating results and business generally; (5) the
nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to
the Merger and instituted against the Company and others; (6) the risk that the Merger Agreement may be terminated in circumstances
requiring the Company to pay Parent a termination fee of up to $4.2 million; (7) risks that the proposed Merger disrupts the Company’s
current plans and operations or affects its ability to retain or recruit key employees; (8) risks related to diverting management’s
or employees’ attention from ongoing business operations; and (9) other risks to consummation of the transaction, including
the risk that the Merger may not be consummated in a timely manner, if at all. Additional factors that may affect the future results
of the Company are set forth in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s
Annual Report on Form 10-K for the fiscal year ended September 27, 2015, quarterly reports on Form 10-Q and current reports
on Form 8-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date
thereof. Except as required by applicable law, the Company undertakes no obligation to update forward-looking statements to reflect
events or circumstances after the date hereof.