8-KRegulation FDExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Regulation FD Disclosure (Feb 29, 2012)

Filed February 29, 2012For Securities:WDC

Summary

Western Digital Corporation (WDC) filed an 8-K on February 28, 2012, to disclose a significant development related to its planned acquisition of Hitachi Global Storage Technologies (HGST). The company announced it has entered into an agreement with Toshiba Corporation to divest certain assets. This divestiture is a crucial step to satisfy the requirements of regulatory agencies that have either conditionally approved or are still reviewing the HGST acquisition. This move is intended to clear regulatory hurdles and facilitate the completion of the larger HGST transaction. Investors should view this as a positive step towards the integration of HGST, which is expected to significantly expand Western Digital's market presence and product offerings in the hard drive industry. The precise details of the assets being divested to Toshiba were not provided in this filing but are expected to be outlined in the referenced press release.

Key Highlights

  • 1Western Digital (WDC) has agreed to divest certain assets to Toshiba Corporation.
  • 2This divestiture is a condition set by regulatory agencies for the approval of WDC's acquisition of Hitachi Global Storage Technologies (HGST).
  • 3The agreement aims to address antitrust or competition concerns arising from the HGST acquisition.
  • 4The filing indicates that regulatory bodies have either conditionally approved or are reviewing the HGST acquisition, with this divestiture being a key step to final approval.
  • 5The press release containing further details on the divestiture is attached as Exhibit 99.1.
  • 6The event date reported is February 27, 2012, and the filing date is February 28, 2012.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce that Western Digital Corporation has reached an agreement with Toshiba Corporation to divest certain assets. This action is a prerequisite to satisfy regulatory requirements for Western Digital's pending acquisition of Hitachi Global Storage Technologies (HGST).

Western Digital is divesting specific assets as a condition imposed by regulatory agencies. These agencies are reviewing Western Digital's proposed acquisition of HGST and require the divestiture to ensure the transaction does not create anti-competitive market conditions.

This divestiture is a critical step towards obtaining final regulatory approval for Western Digital's acquisition of HGST. By agreeing to sell assets, Western Digital is addressing the concerns of regulatory bodies, which should pave the way for the completion of the HGST deal.

More detailed information regarding the specific assets Western Digital has agreed to divest to Toshiba Corporation can be found in the press release issued by Western Digital on February 28, 2012, which is attached to this 8-K filing as Exhibit 99.1.