Western Digital Pricing Of Secondary Offering By Hitachi

Western Digital Corp. announced the pricing of the previously announced underwritten secondary public offering of 10,869,566 shares of its common stock by Hitachi, Ltd., at a price to the public of $67 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.

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Secondary Offering of Western Digital by Hitachi
Of 10,869,566 shares of common stock