Western Digital (WD) and Hitachi, Ltd. have entered into a definitive agreement to transfer Hitachi's Hard Disc Drive (HDD) business to WD.
WD plans to acquire Hitachi Global Storage Technologies (Hitachi GST), a wholly-owned subsidiary of Hitachi, Ltd., in a cash and stock transaction valued at approximately $4.3 billion.
Hitachi Global Storage Technologies (Hitachi GST) develops advanced hard disk drives, enterprise-class solid state drives and external storage solutions and services.
Under the terms of the agreement, WD will acquire Hitachi GST for $3.5 billion in cash and 25 million WD common shares valued at $750 million, based on a WD closing stock price of $30.01 as of March 4, 2011. Hitachi, Ltd. will own approximately ten percent of Western Digital shares outstanding after issuance of the shares and two representatives of Hitachi will be added to the WD board of directors at closing. The transaction has been approved by the board of directors of each company and is expected to close during the third calendar quarter of 2011, subject to customary closing conditions, including regulatory approvals. WD plans to fund the transaction with a combination of existing cash and total debt of approximately $2.5 billion.
The new company will retain the Western Digital name and remain headquartered in Irvine, California. John Coyne will remain chief executive officer of WD, Tim Leyden chief operating officer and Wolfgang Nickl chief financial officer. Steve Milligan, president and chief executive officer of Hitachi GST, will join WD at closing as president, reporting to John Coyne.
"The acquisition of Hitachi GST is a unique opportunity for WD to create further value for our customers, stockholders, employees, suppliers and the communities in which we operate," said John Coyne, president and chief executive officer of WD. "We believe this step will result in several key benefits - enhanced R&D capabilities, innovation and expansion of a rich product portfolio, comprehensive market coverage and scale that will enhance our cost structure and ability to compete in a dynamic marketplace. The skills and contributions of both workforces were key considerations in assessing this compelling opportunity. We will be relying on the proven integration capabilities of both companies to assure the ongoing satisfaction of our customers and to bring this combination to successful fruition."
"This brings together two industry leaders with consistent track records of strong execution and industry outperformance," said Steve Milligan, president and chief executive officer, Hitachi Global Storage Technologies. "Together we can provide customers worldwide with the industry's most compelling and diverse set of products and services, from innovative personal storage to solid state drives for the enterprise."
Hiroaki Nakanishi, president, Hitachi, Ltd. said, "As the former CEO of Hitachi GST, I always believed in the potential of Hitachi GST to become a larger and more agile company. This is a strategic combination of two industry leaders, both growing and profitable. It provides an opportunity for the new company to increase customer and shareholder value and expand into new markets. Additionally, it is important to us that WD shares common values with Hitachi GST to create a more global company that is well positioned to define a broader role in the evolving storage industry."
With its purchase of Hitachi GST, Western Digital will pad its lead in the global HDD market, giving it nearly double the market share of No. 2 supplier Seagate Technology LLC., according to iSupply.
With the purchase, WDC will claim 49.6 percent share of global Hard Disk Drive (HDD) unit shipments based on fourth-quarter totals, compared to 29.4 percent for Seagate. This will give WDC a lead of 20.2 percentage points over Seagate, up from a mere 2 points without the acquisition.
WD's move will also allow WDC to enter the critical enterprise HDD segment. WDC currently is only a marginal player in the enterprise HDD market, with nearly all of its sales going instead to the market for consumer drives, an area that includes products like desktop and mobile PCs, set-top boxes and video game consoles, according to iSupply data. Of all of the major HDD suppliers, Western Digital in the fourth quarter of 2010 had the smallest share of any company?s total shipments going to the enterprise segment, at less than 1 percent. In comparison, 65 percent of Seagate?s HDD shipments and 27 percent of Hitachi GST?s shipments went to the enterprise market.
Last December, Western Digital had tried to buy rival Seagate and was refused amid concerns the deal would have faced antitrust issues.