IRVINE, Calif., June 8, 2016 /PRNewswire/ -- Western
Digital® Corporation (NASDAQ: WDC) ("Western Digital" or
the "Company") today announced that it has received notice of an
unsolicited "mini-tender offer" by TRC Capital Corporation to
purchase up to 2,500,000 shares, or approximately 0.89 percent of
Western Digital's outstanding shares of common stock as of the date
of the offer. TRC Capital's offer price is $42.95, 4.53 percent lower than the closing price
of Western Digital's shares on May 27,
2016, the first business day prior to the date of the
offer.
Western Digital recommends that stockholders do not tender their
shares in response to TRC Capital's offer because the offer is at a
price below the current market price for Western Digital's shares
and subject to numerous conditions. Western Digital is not
affiliated or associated in any way with TRC Capital, its
mini-tender offer or the offer documentation.
Western Digital urges stockholders to obtain current market
quotations for their shares, review the conditions to the offer,
consult with their broker or financial adviser, and exercise
caution with respect to TRC Capital's offer.
Western Digital recommends that any stockholders who have not
responded to this offer do nothing. The company also recommends
that stockholders who have already tendered shares to TRC Capital
consider withdrawing their shares from the offer in the manner
described in the TRC Capital offering documents prior to expiration
of the offer at 12:01 a.m. Eastern time on June 29, 2016.
TRC has made many similar mini-tender offers for shares of other
companies. Mini-tender offers are designed to seek to acquire less
than 5% of a company's outstanding shares, thereby avoiding many
disclosure and procedural requirements of the Securities and
Exchange Commission (SEC) that apply to offers for more than 5% of
a company's outstanding shares. As a result, mini-tender offers do
not provide investors with the same level of protections as
provided by larger tender offers under United States securities laws.
The SEC has cautioned investors about these offers, noting that
"some bidders make mini-tender offers at below-market prices,
hoping that they will catch investors off guard if the investors do
not compare the offer price to the current market price" and that
many investors who hear about mini-tender offers "surrender their
securities without investigating the offer, assuming that the price
offered includes the premium usually present in larger, traditional
tender offers." The SEC's Investor Tips regarding mini-tender
offers may be found on the SEC's website at
www.sec.gov/investor/pubs/minitend.htm.
Western Digital encourages brokers and dealers, as well as other
market participants, to review the SEC's letter regarding
broker-dealer mini-tender offer dissemination and disclosures at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Western Digital requests that a copy of this press release be
included with all distributions of materials relating to TRC's
offer.
About Western Digital
Western Digital Corporation (NASDAQ: WDC) is an industry-leading
provider of storage technologies and solutions that enable people
to create, leverage, experience and preserve data. The company
addresses ever-changing market needs by providing a full portfolio
of compelling, high-quality storage solutions with customer-focused
innovation, high efficiency, flexibility and speed. Our products
are marketed under the HGST, SanDisk and WD 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.
Western Digital, WD, the HGST logo, SanDisk and G-Technology are
registered trademarks or trademarks of Western Digital Corporation
or its affiliates in the U.S. and/or other countries. Other
trademarks, registered trademarks, and/or service marks, indicated
or otherwise, are the property of their respective owners.
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SOURCE Western Digital Corp.