TDK Corporation Announces Early Termination of Hart-Scott-Rodino Waiting Period For Hutchinson Technology Acquisition

Sep. 23, 2016

TDK Corporation (“TDK”, TSE:6762, Representative Director and President: Shigenao Ishiguro) today announced that the U.S. Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with respect to TDK’s proposed acquisition of Hutchinson Technology Incorporated (NASDAQ: HTCH) (“HTI”). The early termination of the waiting period under the HSR Act satisfies a closing condition for the transaction. Based on HTI’s net cash position on the calculation date specified in the acquisition agreement, as reported to TDK by HTI, TDK would acquire all of the outstanding shares of common stock of HTI for total consideration of $4.00 per share. The merger is currently expected to close in early October, and remains subject to other customary closing conditions. Nixon Peabody LLP is acting as legal advisor to TDK on the transaction and Janes Capital Partners is acting as TDK’s financial advisor. HTI is represented on the transaction by its legal advisor Faegre Baker Daniels, and its financial advisor, BofA Merrill Lynch.

About TDK Corporation

TDK Corporation is a leading electronics company based in Tokyo, Japan. It was established in 1935 to commercialize ferrite, a key material in electronic and magnetic products. TDK's portfolio includes electronic components, modules and systems* marketed under the product brands TDK and EPCOS, power supplies, magnetic application products as well as energy devices, flash memory application devices, and others. TDK focuses on demanding markets in the areas of information and communication technology and consumer, automotive and industrial electronics. The company has a network of design and manufacturing locations and sales offices in Asia, Europe, and in North and South America. In fiscal 2016, TDK posted total sales of USD 10.2 billion and employed about 92,000 people worldwide.

• * The product portfolio includes ceramic, aluminum electrolytic and film capacitors, ferrites, inductors, high-frequency components such as surface acoustic wave (SAW) filter products and modules, piezo and protection components, and sensors.

Cautionary Note Regarding Forward-Looking Statements

This announcement contains forward-looking statements regarding the completion of the transactions contemplated by the acquisition agreement. TDK does not undertake to update its forward-looking statements. These statements involve risks and uncertainties. TDK’s actual results could differ materially from those anticipated in these forward-looking statements as a result of changes in the parties’ ability to consummate the transactions contemplated by the agreement due to the failure to satisfy conditions to its completion and other risks to consummation of the transaction and other factors described from time to time in TDK’s reports filed with securities regulatory authorities and other public disclosures.

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