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Western Digital Received Unsolicited Mini-Tender Offer by TRC Capital

To purchase up to 2,500,000 shares, or 0.89% common stock

Western Digital  Corporation received notice of an unsolicited ‘mini-tender offer’ by TRC Capital Corporation to purchase up to 2,500,000 shares, or approximately 0.89% of Western Digital’s outstanding shares of common stock as of the date of the offer.

TRC Capital’s offer price is $42.95, 4.53% lower than the closing price of Western Digital’s shares on May 27, 2016, the first business day prior to the date of the offer.

Western Digital recommends that stockholders do not tender their shares in response to TRC Capital’s offer because the offer is at a price below the current market price for Western Digital’s shares and subject to numerous conditions.

Western Digital is not affiliated or associated in any way with TRC Capital, its mini-tender offer or the offer documentation.

Western Digital urges stockholders to obtain current market quotations for their shares, review the conditions to the offer, consult with their broker or financial adviser, and exercise caution with respect to TRC Capital’s offer.
 
Western Digital recommends that any stockholders who have not responded to this offer do nothing. The company also recommends that stockholders who have already tendered shares to TRC Capital consider withdrawing their shares from the offer in the manner described in the TRC Capital offering documents prior to expiration of the offer at 12:01 a.m. Eastern time on June 29, 2016.

TRC has made many similar mini-tender offers for shares of other companies. Mini-tender offers are designed to seek to acquire less than 5% of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the SEC that apply to offers for more than 5% of a company’s outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws.

The SEC has cautioned investors about these offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price” and that many investors who hear about mini-tender offers “surrender their securities without investigating the offer, assuming that the price offered includes the premium usually present in larger, traditional tender offers.”

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