Friday, November 1st 2013

Western Digital Announces Pricing Of Secondary Offering By Hitachi, Ltd.

Western Digital Corp. (NASDAQ: WDC) announced today the pricing of the previously announced underwritten secondary public offering of 10,869,566 shares of its common stock by Hitachi, Ltd. (the "Selling Stockholder"), at a price to the public of $67.00 per share. The Selling Stockholder has also granted the underwriters a 30-day option to purchase up to an additional 1,630,434 shares.

An aggregate amount of 25 million shares of the company's common stock were issued to the Selling Stockholder in connection with Western Digital's acquisition of Viviti Technologies Ltd., formerly known as Hitachi Global Storage Technologies Holdings Pte. Ltd., in March 2012. Upon completion of the offering, the Selling Stockholder will beneficially own 14,130,434 shares of the company's common stock (12,500,000 shares if the underwriters exercise in full their option to purchase additional shares) and will continue to have two designated directors on the company's board of directors pursuant to the terms of an investor rights agreement between the company and the Selling Stockholder.

The company will not receive any of the proceeds from the offering of the shares (including any shares sold pursuant to the underwriters' option to purchase additional shares). The total number of outstanding shares of the company's common stock will not change as a result of the offering. No shares are being sold by the company or any of its officers or directors in the offering.

Goldman, Sachs & Co. and BofA Merrill Lynch are acting as lead book-running managers and J.P. Morgan Securities LLC is acting as joint book-running manager for the offering. The offering of the common stock is being made by means of a prospectus only, copies of which may be obtained from Goldman, Sachs & Co.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the common stock or any other securities, nor will there be any sale of the common stock or any other securities in any state or jurisdiction in which such an offer, solicitation or sale is not permitted. Any offer or sale will be made only by means of a prospectus and, to the extent applicable, a free writing prospectus which has or will be filed with the Securities and Exchange Commission (the "SEC").

The company has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the company has filed with the SEC for more complete information about the company and the offering. You may obtain these documents for free by visiting EDGAR on the SEC website.
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