IRVINE, Calif., Oct. 31, 2013 /PRNewswire/ -- Western Digital®
Corp. (NASDAQ: WDC) announced today the pricing of the previously
announced underwritten secondary public offering of 10,869,566
shares of its common stock by Hitachi, Ltd. (the "Selling
Stockholder"), at a price to the public of $67.00 per share. The Selling Stockholder has
also granted the underwriters a 30-day option to purchase up to an
additional 1,630,434 shares.
An aggregate amount of 25 million shares of the company's common
stock were issued to the Selling Stockholder in connection with
Western Digital's acquisition of Viviti Technologies Ltd., formerly
known as Hitachi Global Storage Technologies Holdings Pte. Ltd., in
March 2012. Upon completion of the
offering, the Selling Stockholder will beneficially own 14,130,434
shares of the company's common stock (12,500,000 shares if the
underwriters exercise in full their option to purchase additional
shares) and will continue to have two designated directors on the
company's board of directors pursuant to the terms of an investor
rights agreement between the company and the Selling
Stockholder.
The company will not receive any of the proceeds from the
offering of the shares (including any shares sold pursuant to the
underwriters' option to purchase additional shares). The total
number of outstanding shares of the company's common stock will not
change as a result of the offering. No shares are being sold by the
company or any of its officers or directors in the offering.
Goldman, Sachs & Co. and BofA Merrill Lynch are acting as
lead book-running managers and J.P. Morgan Securities LLC is acting
as joint book-running manager for the offering. The offering of the
common stock is being made by means of a prospectus only, copies of
which may be obtained from Goldman, Sachs & Co., via telephone:
(866) 471-2526; facsimile: (212) 902-9316; email:
prospectus-ny@ny.email.gs.com; or standard mail at Goldman, Sachs
& Co., Attn: Prospectus Department, 200 West Street,
New York, NY 10282-2198; from BofA
Merrill Lynch, 222 Broadway, New York,
NY 10038, Attn: Prospectus Department or by emailing
dg.prospectus_requests@baml.com; or from J.P. Morgan Securities
LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, or by
telephone at (866) 803-9204.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the common stock or any
other securities, nor will there be any sale of the common stock or
any other securities in any state or jurisdiction in which such an
offer, solicitation or sale is not permitted. Any offer or sale
will be made only by means of a prospectus and, to the extent
applicable, a free writing prospectus which has or will be filed
with the Securities and Exchange Commission (the "SEC").
The company has filed a registration statement (including a
prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents the
company has filed with the SEC for more complete information about
the company and the offering. You may obtain these documents for
free by visiting EDGAR on the SEC website at www.sec.gov.
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 statements
concerning the proposed offering of the common stock. 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 the proposed offering of the common stock will not
be successfully completed and other risks and uncertainties listed
in the company's filings with the SEC, including the company's
recent Form 10-Q filed with the SEC on October 29, 2013 and the company's registration
statement on Form S-3 filed with the SEC on October 30, 2013. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date hereof, and the company does not
undertake any obligation to update these forward-looking statements
to reflect subsequent events or circumstances.
About Western Digital
Western Digital Corporation (NASDAQ: WDC), Irvine, Calif., is a global provider of
products and services that empower people to create, manage,
experience and preserve digital content. Its subsidiaries design
and manufacture storage devices, networking equipment and home
entertainment products under the WD®, HGST and G-Technology
brands.
Western Digital, WD and the WD logo are registered trademarks in
the U.S. and other countries. Other marks may be mentioned herein
that belong to other companies.
(Logo: http://photos.prnewswire.com/prnh/20000711/WDCLOGO)
SOURCE Western Digital Corp.