(Auszug aus der Pressemitteilung)
IRVINE, Calif. and SAN JOSE, Calif., 07. März 2011 – Western Digital (NYSE:
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 industry’s
broadest product lineup backed by a rich technology portfolio.
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 benefits¾enhanced 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 proven
integration capabilities of both companies to assure the ongoing
satisfaction of our customers and to bring this combination to successful
„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
industry’s 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.“
WD’s exclusive financial adviser on the transaction is Bank of
America Merrill Lynch; its lead legal adviser is O’Melveny & 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.