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EX-99.2 - EX-99.2 - WESTERN DIGITAL CORP | a58898exv99w2.htm |
8-K - FORM 8-K - WESTERN DIGITAL CORP | a58898e8vk.htm |
Exhibit 99.1
Western Digital Contacts:
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Hitachi, Ltd. Contacts: | |
Steve Shattuck
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Japan: Yukiaki Ina | |
WD Press Relations
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Hitachi, Ltd. | |
949.672.7817
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+81-3-5208-9323 | |
steve.shattuck@wdc.com
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yukiaki.ina.nt@hitachi.com | |
Bob Blair
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Japan: Hajime Kito | |
WD Investor Relations
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Hitachi, Ltd. | |
949.672.7834
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+81-3-5208-9323 | |
robert.blair@wdc.com
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hajime.kito.qy@hitachi.com | |
Hitachi Global Storage Technologies Contact: | ||
U.S.: Jim Pascoe | ||
Hitachi Global Storage Technologies | ||
408.717.7924 | ||
james.pascoe@hitachigst.com | ||
Amy Wall | ||
Voce Communications for Hitachi GST | ||
408.483.1699 | ||
awall@vocecomm.com |
FOR IMMEDIATE RELEASE:
WESTERN DIGITAL TO ACQUIRE HITACHI GLOBAL STORAGE
TECHNOLOGIES
TECHNOLOGIES
Combination of Hard Drive Companies Will Create Industrys Broadest
Product Portfolio and a Significant Pool of Resources for Innovation
Product Portfolio and a Significant Pool of Resources for Innovation
IRVINE,
Calif. and SAN JOSE, Calif. Mar. 7, 2011 Western Digital (NYSE: WDC) and Hitachi,
Ltd. (NYSE: HIT / TSE:6501) announced today that they have entered into a definitive agreement
whereby WD will acquire Hitachi Global Storage Technologies (Hitachi GST), a wholly-owned
subsidiary of Hitachi, Ltd., in a cash and stock transaction valued at approximately $4.3 billion.
The proposed combination will result in a customer-focused storage company, with significant
operating scale, strong global talent and the industrys broadest product lineup backed by a rich
technology portfolio.
Western Digital To Acquire Hitachi Global Storage Technologies.
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Under the terms of the agreement, WD will acquire Hitachi GST for $3.5 billion in cash and 25
million WD common shares valued at $750 million, based on a WD closing stock price of $30.01 as of
March 4, 2011. Hitachi, Ltd. will own approximately ten percent of Western Digital shares
outstanding after issuance of the shares and two representatives of Hitachi will be added to the WD
board of directors at closing. The transaction has been approved by the board of directors of each
company and is expected to close during the third calendar quarter of 2011, subject to customary
closing conditions, including regulatory approvals. WD plans to fund the transaction with a
combination of existing cash and total debt of approximately $2.5 billion.
WD expects the transaction to be immediately accretive to its earnings per share on a non-GAAP
basis, excluding acquisition-related expenses, restructuring charges and amortization of
intangibles.
The resulting company will retain the Western Digital name and remain headquartered in Irvine,
California. John Coyne will remain chief executive officer of WD, Tim Leyden chief operating
officer and Wolfgang Nickl chief financial officer. Steve Milligan, president and chief executive
officer of Hitachi GST, will join WD at closing as president, reporting to John Coyne.
The acquisition of Hitachi GST is a unique opportunity for WD to create further value for our
customers, stockholders, employees, suppliers and the communities in
which we operate, said John
Coyne, president and chief executive officer of WD. We believe this step will result in several
key benefitsenhanced R&D capabilities, innovation and expansion of a rich product portfolio,
comprehensive market coverage and scale that will enhance our cost structure and ability to compete
in a dynamic marketplace. The skills and contributions of both workforces were key considerations
in assessing this compelling opportunity. We will be relying on the
Western Digital To Acquire Hitachi Global Storage Technologies.
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proven integration capabilities of both companies to assure the ongoing satisfaction of our
customers and to bring this combination to successful fruition.
This brings together two industry leaders with consistent track records of strong execution
and industry outperformance, said Steve Milligan, president and chief executive officer, Hitachi
Global Storage Technologies. Together we can provide customers worldwide with the industrys most
compelling and diverse set of products and services, from innovative personal storage to solid
state drives for the enterprise.
Hiroaki
Nakanishi, president, Hitachi, Ltd. said, As the former CEO of
Hitachi GST, I always believed in the potential of Hitachi GST to become a larger
and more agile company. This is a strategic combination of two industry leaders, both
growing and profitable. It provides an opportunity for the new company to increase customer and
shareholder value and expand into new markets. Additionally, it is
important to us that WD shares
common values with Hitachi GST to create a more global company that is well positioned to define a
broader role in the evolving storage industry.
WDs exclusive financial adviser on the transaction is Bank of America Merrill Lynch; its lead
legal adviser is OMelveny & Myers LLP. Goldman, Sachs & Co serves as financial adviser to Hitachi,
Ltd. and Hitachi GST. Legal advisers to Hitachi, Ltd. and Hitachi GST are Morrison Foerster LLP and
Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates, respectively.
Conference Call Information
WD will be hosting an investment community conference call to discuss todays announcement to
be broadcast live over the Internet today at 6 a.m. PST/9 a.m. EST. The call will be accessible
live and on an archived basis via the link below. WD will publish a special
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investor summary sheet regarding this announcement on the investor relations section of its
Website.
Audio webcast: | www.westerndigital.com/investor Click on Conference Calls |
Telephone replay: | 888-568-0891 (toll free) +1-402-998-1567 (international) |
About WD
WD, one of the storage industrys pioneers and long-time leaders, provides products and
services for people and organizations that collect, manage and use digital information. The company
designs and produces reliable, high-performance hard drives and solid state drives that keep users
data accessible and secure from loss. Its advanced technologies are configured into applications
for client and enterprise computing, embedded systems and consumer electronics, as well as its own
consumer storage and home entertainment products.
WD was founded in 1970. The companys storage products are marketed to leading OEMs, systems
manufacturers, selected resellers and retailers under the Western Digital® and
WD® brand names. Visit the Investor section of the companys Website
(www.westerndigital.com) to access a variety of financial and investor information.
About Hitachi, Ltd.
Hitachi, Ltd., (NYSE: HIT / TSE:6501), headquartered in Tokyo, Japan, is a leading global
electronics company with approximately 360,000 employees worldwide. Fiscal 2009 (ended March 31,
2010) consolidated revenues totaled 8,968 billion yen
($96.4 billion). Hitachi will focus more than
ever on the Social Innovation Business, which includes information and telecommunication systems,
power systems, environmental, industrial and transportation
Western Digital To Acquire Hitachi Global Storage Technologies.
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systems, and social and urban systems, as well as the sophisticated materials and key devices that
support them. For more information on Hitachi, please visit the companys Website at
http://www.hitachi.com.
About Hitachi Global Storage Technologies
Hitachi Global Storage Technologies (Hitachi GST) develops advanced hard disk drives,
enterprise-class solid state drives and innovative external storage solutions and services used to
store, preserve and manage the worlds most valued data. Founded by the pioneers of hard drives,
Hitachi GST provides high-value storage for a broad range of market segments, including Enterprise,
Desktop, Mobile computing, Consumer Electronics and Personal Storage. Hitachi GST was established
in 2003 and maintains its U.S. headquarters in San Jose, California. For more information, please
visit the companys Website at http://www.hitachigst.com.
Western Digital Safe Harbor
This press release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include
statements concerning the immediate accretion and other benefits expected from the transaction, the
expected timing of the completion of the transaction and managements anticipated plans and
strategies for the combined company. These forward-looking statements are based on 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: delays in
or failure to obtain any required regulatory approvals with respect to the transaction; failure to
consummate or delay in consummating the transaction for other reasons; the possibility that the
expected benefits of the transaction may not materialize as expected; failure to successfully
integrate the products, R&D capabilities, infrastructure and
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employees of WD and Hitachi GST; and other risks and uncertainties detailed in WDs filings with
the SEC, including WDs recent Form 10-Q filed with the SEC on Jan. 28, 2011 for the quarter ended
Dec. 31, 2010, to which your attention is directed. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date hereof, and WD
undertakes no obligation to update these forward-looking statements to reflect subsequent events or
circumstances. In addition, this press release contains information about a non-GAAP financial
measure. Please note that this non-GAAP financial measure excludes acquisition-related expenses,
restructuring charges and amortization of intangibles that we expect to incur in connection with
the transaction and following the closing of the transaction. Because these items will not be known
to us until on or after the closing of the transaction, we are unable to provide information about
the most directly comparable GAAP financial measure. The impact of these excluded items will cause
the non-GAAP financial measure to differ materially from the comparable GAAP financial measure.
Hitachi, Ltd. Cautionary Statement
Certain statements found in this document may constitute forward-looking statements as
defined in the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking
statements reflect managements current views with respect to certain future events and financial
performance and include any statement that does not directly relate to any historical or current
fact. Words such as anticipate, believe, expect, estimate, forecast, intend, plan,
project and similar expressions which indicate future events and trends may identify
forward-looking statements. Such statements are based on currently available information and are
subject to various risks and uncertainties that could cause actual results to differ materially
from those projected or implied in the forward-looking statements and from historical trends.
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Certain forward-looking statements are based upon current assumptions of future events which may
not prove to be accurate. Undue reliance should not be placed on forward-looking statements, as
such statements speak only as of the date of this document.
Factors that could cause actual results to differ materially from those projected or implied
in any forward-looking statement and from historical trends include, but are not limited to:
economic conditions, including consumer spending and plant and equipment investments in Hitachis
major markets, particularly Japan, Asia, the United States and Europe, as well as levels of demand
in the major industrial sectors which Hitachi serves, including, without limitation, the
information, electronics, automotive, construction and financial sectors;
exchange rate fluctuations for the yen and other currencies in which Hitachi makes significant
sales or in which Hitachis assets and liabilities are denominated, particularly against the U.S.
dollar and the euro;
uncertainty as to Hitachis ability to access, or access on favorable terms, liquidity or
long-term financing;
uncertainty as to general market price levels for equity securities in Japan, declines in which
may require Hitachi to write down equity securities that it holds;
the potential for significant losses on Hitachis investments in equity method affiliates;
increased commoditization of information technology products and digital media-related products
and intensifying price competition for such products, particularly in the Components & Devices and
the Digital Media & Consumer Products segments;
uncertainty as to Hitachis ability to continue to develop and market products that incorporate
new technology on a timely and cost-effective basis and to achieve market acceptance for such
products;
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rapid technological innovation;
the possibility of cost fluctuations during the lifetime of or cancellation of long-term
contracts, for which Hitachi uses the percentage-of-completion method to recognize revenue from
sales;
fluctuations in the price of raw materials including, without limitation, petroleum and other
materials, such as copper, steel, aluminum and synthetic resins and shortages of materials, parts
and components;
fluctuations in product demand and industry capacity;
uncertainty as to Hitachis ability to implement measures to reduce the potential negative impact
of fluctuations in product demand, exchange rates and/or price of raw materials and shortages of
materials, parts and components;
uncertainty as to Hitachis ability to achieve the anticipated benefits of its strategy to
strengthen its Social Innovation Business;
uncertainty as to the success of restructuring efforts to improve management efficiency by
divesting or otherwise exiting underperforming businesses and to strengthen competitiveness and
other cost reduction measures;
general socio-economic and political conditions and the regulatory and trade environment of
countries where Hitachi conducts business, particularly Japan, Asia, the United States and Europe,
including, without limitation, direct or indirect restrictions by other nations on imports, or
differences in commercial and business customs including, without limitation, contract terms and
conditions and labor relations;
uncertainty as to the success of alliances upon which Hitachi depends, some of which Hitachi may
not control, with other corporations in the design and development of certain key products;
Western Digital To Acquire Hitachi Global Storage Technologies.
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uncertainty as to Hitachis access to, or ability to protect, certain intellectual property
rights, particularly those related to electronics and data processing technologies;
uncertainty as to the outcome of litigation, regulatory investigations and other legal
proceedings of which the Company, its subsidiaries or its equity method affiliates have become or
may become parties;
the possibility of incurring expenses resulting from any defects in products or services of
Hitachi;
the possibility of disruption of Hitachis operations in Japan by earthquakes or other natural
disasters;
uncertainty as to Hitachis ability to maintain the integrity of its information systems, as well
as Hitachis ability to protect its confidential information and that of its customers;
uncertainty as to the accuracy of key assumptions Hitachi uses to valuate its significant
employee benefit related costs; and
uncertainty as to Hitachis ability to attract and retain skilled personnel.
The factors listed above are not all-inclusive and are in addition to other factors contained
in Hitachis periodic filings with the U.S. Securities and Exchange Commission and in other
materials published by Hitachi.
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Western Digital, WD, and the WD logo are registered trademarks of Western Digital Technologies,
Inc. All other trademarks mentioned herein belong to their respective owners.