Western Digital Announces Review of Strategic Alternatives

Western Digital Corporation is reviewing potential strategic alternatives aimed at further optimizing long-term value for its shareholders.

Its executive committee of the board, chaired by CEO, David Goeckeler, will oversee the assessment process and evaluate a comprehensive range of alternatives, including options for separating its market-leading flash and HDD franchises.

Following constructive dialogue with many of Western Digital’s shareholders, including one of the company’s largest investors, Elliott Investment Management L.P. (together with its affiliates, “Elliott”), this review builds on Western Digital’s ongoing efforts to drive innovation-led growth and create shareholder value.

“The board is aligned in the belief that maximizing value creation warrants a comprehensive assessment of strategic alternatives focused on structural options for the company’s flash and HDD businesses,” said Goeckeler. “Through this process, we are actively engaging in a broad range of strategic and financial alternatives that will help further optimize the value of Western Digital, including Elliott’s offer to invest incremental equity capital in our flash business. We look forward to continuing our constructive dialogue with Elliott as this process unfolds.”

Elliott managing partner Jesse Cohn and senior portfolio manager Jason Genrich said: “Western Digital is strongly positioned in an industry that represents a compelling growth opportunity, and we have confidence in David and his management team’s execution, strategic vision and focus on shareholder value. We’re encouraged by the positive direction of our discussions so far, and by Western Digital’s openness to considering a full separation of its flash business. We are pleased that Western Digital’s board is conducting this review, and Elliott is prepared to provide strategic resources and additional capital to help the company realize the full value of both of its businesses.”

In conjunction with the strategic review process, Western Digital and Elliott have signed a customary non-disclosure agreement and a letter agreement; such letter agreement will be filed on a Form 8-K with the SEC.

Qatalyst Partners and Lazard are serving as Western Digital’s financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is serving legal counsel.