8-KOther Events

WESTERN DIGITAL CORP 8-K Report, Corporate Update (Apr 25, 2011)

Filed April 25, 2011For Securities:WDC

Summary

Western Digital Corporation (WDC) has filed an 8-K report detailing a significant development in its pending acquisition of HGST from Hitachi, Ltd. On April 25, 2011, both WDC and Hitachi received a 'second request' for additional information from the U.S. Federal Trade Commission (FTC) regarding the proposed transaction. This action effectively extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, meaning regulatory approval for the acquisition is now further delayed. Investors should note that a second request from the FTC signifies a more in-depth antitrust review. While not an outright rejection, it indicates potential concerns that the Commission is seeking to investigate more thoroughly. The extended waiting period means the closing of the HGST acquisition will be pushed back, impacting WDC's strategic timelines and financial integration plans. The company and Hitachi must now focus on providing substantial compliance with this request to move the process forward.

Key Highlights

  • 1Western Digital Corporation (WDC) and Hitachi, Ltd. received a 'second request' for information from the U.S. Federal Trade Commission (FTC) on April 25, 2011.
  • 2This FTC action is in connection with the review of WDC's pending acquisition of Hitachi's HGST hard drive business.
  • 3The 'second request' extends the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
  • 4The waiting period will remain in effect until 30 days after WDC and Hitachi substantially comply with the second request, unless otherwise modified by the FTC.
  • 5This indicates an in-depth antitrust review is underway, potentially impacting the timeline for the acquisition's closure.

Frequently Asked Questions

The main event is that Western Digital Corporation (WDC) and Hitachi, Ltd. received a 'second request' for additional information from the U.S. Federal Trade Commission (FTC) regarding WDC's proposed acquisition of Hitachi's HGST hard drive business.

The 'second request' extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. This means the acquisition cannot close until 30 days after both WDC and Hitachi have substantially complied with the FTC's request, unless the FTC shortens or the parties voluntarily extend this period. It signifies a delay in the closing process.

A 'second request' indicates that the FTC is conducting a more thorough antitrust review, suggesting they have identified potential issues or require more data to assess the transaction's impact on competition. It does not necessarily mean the acquisition will be blocked, but it does signal a more complex and potentially lengthy approval process.

'Substantially complied' means providing all requested documents and information to the FTC's satisfaction. The parties will need to dedicate resources to gathering and submitting the extensive data required by the FTC to satisfy this condition and allow the waiting period clock to restart.