8-KOther EventsExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Corporate Update (Jun 8, 2016)

Filed June 8, 2016For Securities:WDC

Summary

Western Digital Corporation (WDC) filed an 8-K on June 8, 2016, to address an unsolicited "mini-tender" offer from TRC Capital Corporation. TRC Capital is attempting to purchase up to 2,500,000 shares of WDC common stock, representing approximately 0.89% of outstanding shares, at a price of $42.95 per share. The company explicitly states it does not endorse this offer and advises shareholders to reject it. The offering price is notably below the market price of WDC shares, specifically 4.53% lower than the closing price on May 27, 2016. Western Digital emphasizes that it is not affiliated with TRC Capital or its offer and warns investors that tendering shares at this discounted price is not recommended. Shareholders who have already tendered are reminded they can withdraw their shares.

Key Highlights

  • 1Western Digital (WDC) is responding to an unsolicited mini-tender offer from TRC Capital Corporation.
  • 2TRC Capital is seeking to purchase up to 2,500,000 shares of WDC common stock.
  • 3The offer price is $42.95 per share, which is below the market price.
  • 4The offering price is 4.53% lower than WDC's closing price on May 27, 2016.
  • 5Western Digital explicitly does NOT endorse the mini-tender offer.
  • 6The company recommends that shareholders do NOT tender their shares.
  • 7Shareholders who have already tendered can withdraw their shares before June 29, 2016.

Frequently Asked Questions

A mini-tender offer is a type of tender offer where the bidder seeks to purchase a small percentage of a company's outstanding shares, typically less than 5%. These offers often come from third-party financial firms, like TRC Capital in this case, and are frequently made at a price below the current market value, aiming to exploit a lack of shareholder awareness.

Western Digital is issuing this warning to protect its shareholders. TRC Capital's offer is unsolicited and made at a price significantly below the market trading price of WDC shares. The company wants to ensure its investors are aware that this is not an official company-backed offer and that accepting it would likely result in selling their shares at a loss compared to market value.

Western Digital strongly recommends that shareholders do not tender their shares in response to TRC Capital's mini-tender offer. If a shareholder has already tendered shares, they have the right to withdraw them anytime before the offer's withdrawal deadline, which is June 29, 2016, at 12:01 a.m. New York City time. Shareholders should consider the company's recommendation and the offer price relative to the current market price.

No, Western Digital explicitly states that it is not associated with TRC Capital, its mini-tender offer, or the related documentation. The offer is entirely independent and unsolicited by the company.