OCZ Adopted Shareholder Rights Plan

OCZ Technology Group, Inc. announced that its board of directors has approved a shareholder rights plan (the Plan).

The Plan, which is similar to shareholder rights plans adopted by other U.S. companies, ensures the fair treatment of all OCZ shareholders in the event of any potential take-over bid for OCZ and provides the board of directors and shareholders with additional time to fully consider any unsolicited take-over bid and pursue, if appropriate, alternative transactions to maximize shareholder value.

The Plan was not adopted in response to any bid to acquire control of OCZ. However, the board of directors believes that, based on peer valuations and recent representative transactions, the value of the business is not reflected in the current market price of the company’s stock. Accordingly, the board of directors believes that adoption of the Plan is in the best interests of all the company’s shareholders.

In connection with the Plan, the company’s board of directors declared a dividend of one preferred stock purchase right for each outstanding share of OCZ Technology Group, Inc. common stock. The dividend will be distributed on November 4, 2011 to common stockholders of record on that date. Each common stockholder is automatically entitled to the rights and no physical distribution of new certificates will be made at this time. The rights distribution is not taxable to stockholders under U.S. laws.

Subject to certain exceptions, the rights will be exercisable only if a person or group acquires voting securities representing 20% or more of the outstanding common shares or announces a tender or exchange offer which would result in ownership of such common shares.

Each right, which is not presently exercisable and is represented by the company’s common stock certificates, will entitle its holder to buy one one-hundredth of a share of a newly created class of preferred stock at an exercise price of $35.00, subject to adjustment. Following the acquisition of voting securities by a person or group at or above the 20% threshold, the holders of the rights (other than the acquiring person or group) will be entitled to purchase shares of common stock at half-price, and, in the event of a subsequent merger or other acquisition of the company, to buy shares of common stock of the acquiring entity at one-half of the market price of those shares.

The rights are redeemable for $.001 per right, subject to adjustment, before the acquisition of common shares by a person or group at or above the 20% voting power threshold. The rights will expire on October 25, 2014.