IRVINE, Calif. and BEIJING, Sept. 30,
2015 /PRNewswire/ -- Western Digital®
Corporation (NASDAQ: WDC) and Unisplendour Corporation Limited
(Unis) today jointly announced that they have entered into an
agreement under which a subsidiary of Unis will make a $3.775 billion equity investment in Western
Digital. Under the terms of the investment, Unis has agreed to
purchase newly issued Western Digital common stock at a price of
$92.50 per share.
Immediately following the closing of the investment, Unis will
hold approximately 15% of Western Digital's issued and outstanding
shares of common stock based on the number of issued and
outstanding shares as of Sept. 25,
2015. Unis will have the right to nominate one
representative to the Western Digital board of directors and will
be subject to a five-year position standstill and voting
restrictions. The board representative right terminates if Unis'
ownership falls below 10%. In addition, Unis has agreed to a
five-year lock-up on its shares, with a limited number of shares
becoming available for transfer each year.
Proceeds from the investment will go toward strengthening
Western Digital's balance sheet, providing financial flexibility
and pursuing long-term strategic growth initiatives.
"The equity investment by Unis will help facilitate our growth
as we look to capitalize on the many opportunities and changes
within the global storage industry," said Steve Milligan, president and chief executive
officer, Western Digital. "This investment reflects Unis' strong
support for Western Digital's value-creation efforts."
"We are excited to establish a relationship with Western
Digital, a leading company in the storage industry with a capable
and talented management team and workforce. We believe this
long-term investment will serve as a constructive collaboration
model for Chinese and U.S. companies to work together for success,"
said Weiguo Zhao, chairman of
Tsinghua Unigroup and Unisplendour Corporation.
The closing of this investment transaction is subject to certain
regulatory approvals and other customary closing conditions.
Wells Fargo Securities, LLC has acted as the financial advisor
to Western Digital.
Supplemental Information
A question and answer document related to the Unis investment is
available on the Western Digital website at investor.wdc.com. The
companies are not holding a conference call related to the
transaction; Western Digital will provide additional commentary on
its next quarterly results conference call.
The common stock was offered and sold in a private placement
pursuant to Section 4(a)(2) of the Securities Act of 1933, as
amended. The shares have not been registered under the Securities
Act or state securities laws and may not be offered or sold in
the United States absent
registration with the Securities and Exchange Commission or an
applicable exemption from such registration requirements.
About Western Digital
Founded in 1970, Western Digital Corp. (NASDAQ: WDC),
Irvine, Calif., is an
industry-leading developer and manufacturer of storage solutions
that enable people to create, manage, experience and preserve
digital content. Its HGST and WD® subsidiaries are
long-time innovators in the storage industry. Western Digital
Corporation is responding to changing market needs by providing a
full portfolio of compelling, high-quality storage products with
effective technology deployment, high efficiency, flexibility and
speed. Our products are marketed under the HGST, WD and
G-Technology™ brands to OEMs, distributors, resellers, cloud
infrastructure providers and consumers. Financial and investor
information is available on the company's Investor Relations
website at investor.wdc.com.
About Unisplendour
As a leading information technology company in China, Unisplendour Corporation Limited (Unis,
000938.SZ) is dedicated to research, development, production, sales
and service of IT products and solutions. Centered by its
"cloud-network-endpoint" strategy, Unis' business has covered a
broad range from servers, storage, networking equipment to IT
service, application development and system integration, and is
expanding to cloud computing, mobile Internet and big data
processing.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include those concerning
Unis' investment in Western Digital (the "transaction"), what
Western Digital intends to do with the proceeds from the
transaction, the expected benefits and other impacts resulting from
the transaction, and Western Digital's value-creation efforts.
These forward-looking statements are based on management's current
expectations and are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied in the forward-looking statements, including: the
possibility that transaction may not close within the anticipated
timeframe or at all; the expected benefits and other impacts
resulting from the transaction may not materialize as expected;
volatility in global economic conditions; business conditions and
growth in the storage ecosystem; pricing trends and fluctuations in
average selling prices; the availability and cost of commodity
materials and specialized product components; unexpected advances
in competing technologies; the development and introduction of
products based on new technologies and expansion into new data
storage markets; actions by competitors; and other risks and
uncertainties in Western Digital's filings with the Securities and
Exchange Commission, including Western Digital's Annual Report on
Form 10-K filed on Aug. 21, 2015. You
should not place undue reliance on these forward-looking
statements, which speak only as of the date hereof, and neither
Western Digital nor Unis undertake any obligation to update these
forward-looking statements to reflect subsequent events or
circumstances.
Western Digital, WD and the WD logo are registered trademarks in
the U.S. and other countries. HGST trademarks are intended
and authorized for use only in countries and jurisdictions in which
HGST has obtained the rights to use, market and advertise the
brand. Other marks may be mentioned herein that belong to
other companies.
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SOURCE Western Digital Corp.