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Tdk Corporation To Acquire Hutchinson Technology Inc

The following excerpt is from the company's SEC filing.

Hutchinson Technology Shareholders to Receive up to US$4.00 in Cash per Share

TOKYO, JAPAN and HUTCHINSON, MINNESOTA - November 2, 2015 TDK Corporation (TDK) and Hutchinson Technology Incorporated (NASDAQ: HTCH) (HTI) today jointly announced that they have entered into a definitive merger agreement under which TDK will acquire all of the outstanding shares of common stock of HTI for base consideration of US$3.62 per share, plus additional consideration of up to US$0.38 per share, depending on the level of cash (subject to certain adjustments) less any outstanding borrowings on HTIs revolving line of credit (net cash) held by HTI as of the last day of the fiscal month immediately preceding the closing date. The amount of additional consideration, if any, will equal approximately US$0.01 per share for each US$500,000 of HTIs net cash over US$17.5 million as of the measurement date. As of September 27, 2015, HTIs net cash position was approximately US$40 million. In addition to the satisfaction of HTIs outstanding debt, the merger values HTIs equity at approximately $126 million to $140 million on a fully diluted basis.

Takehiro Kamigama, President and Chief Executive Officer of TDK said TDK and Hutchinson Technology have shared a long history in the disk drive industry, and I am very pleased that we can announce this agreement. HTIs expertise and capabilities in design, development, and manufacturing of high precision components and assemblies will be a great addition to the TDK organization.

Rick Penn, President and Chief Executive Officer of HTI, said this transaction represents a compelling opportunity for Hutchinson Technology shareholders, employees, customers and suppliers. By combining the market position, resources and scale of TDK with our precision component manufacturing capabilities, we can ensure that our customers have access to the advanced technology they need. We are pleased to become part of TDK, a premier company in the electronics industry.

The transaction, which has been unanimously approved by each companys board of directors, is currently expected to close in the first calendar quarter of 2016, subject to HTI shareholders approval, regulatory approvals and other customary closing conditions. HTIs board of directors recommends that shareholders vote to approve the transaction.

For this transaction, Janes Capital Partners is acting as financial advisor to TDK and Nixon Peabody LLP is acting as TDKs legal...


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