Intevac Stockholders to Receive $4.00 Per Share
in Cash, Plus a Special Dividend of $0.052 Per Share and a Regular
Dividend of $0.05 Per Share
Acquisition Delivers Compelling and Certain
Cash Value
Seagate Technology Holdings plc (Nasdaq: STX) (“Seagate”), a
leading innovator of mass-capacity data storage, and Intevac, Inc.
(Nasdaq: IVAC) (“Intevac”), a supplier of thin-film processing
systems, today announced that Seagate has entered into a definitive
agreement to acquire Intevac in an all-cash transaction for $4.00
per share (the “Transaction”).
In connection with the closing of the Transaction, Intevac will
pay a one-time special dividend of $0.052 per share. The payment of
the special dividend is expected to occur on or about the closing
of the Transaction. Separately, Intevac’s Board of Directors has
declared a regular quarterly dividend of $0.05 per share, which
will be paid on March 13, 2025, to Intevac stockholders of record
as of February 28, 2025. The Transaction and the special dividend
deliver aggregate consideration to Intevac stockholders of $4.052
per share, or $4.102 per share including Intevac’s regular
quarterly dividend. This represents a premium of 45% to Intevac’s
closing price of $2.83 per share on December 11, 2024, one day
prior to Intevac’s announcement that it had renewed its focus on
pursuing strategic options, a premium of approximately 21% to
Intevac’s closing price of $3.38 per share on February 12, 2025 and
an aggregate value of approximately $119 million including both
dividends.
As a result of the Transaction, Intevac will no longer hold its
earnings call, which was previously scheduled for February 25,
2025.
Transaction Details
The definitive agreement provides for Seagate to launch an
all-cash tender offer for all of Intevac’s outstanding shares for
$4.00 per share in cash, to be commenced as promptly as reasonably
practicable. The consummation of the tender offer is subject to a
minimum tender condition of at least one share more than 50% of
Intevac’s issued and outstanding shares, as well as other customary
closing conditions. Following successful completion of the tender
offer, the definitive agreement provides for Seagate to acquire all
remaining shares not tendered in the offer through a second step
merger at the same $4.00 per share all-cash price as the tender
offer. The special dividend of $0.052 per share and the regular
quarterly dividend of $0.05 per share are in addition to the $4.00
cash consideration in the Transaction.
Intevac’s Board of Directors unanimously approved the
Transaction and recommends that all stockholders tender their
shares in the offer. In addition to the approval by Intevac’s Board
of Directors, two of Intevac’s largest stockholders, Palogic Value
Fund, L.P. and Bleichroeder LP, who together represent
approximately 22% of Intevac’s outstanding shares, have entered
into customary agreements to support the Transaction.
The Transaction is expected to close in late March or early
April 2025, subject to the satisfaction of customary closing
conditions. Seagate expects the Transaction to be accretive to the
company’s non-GAAP earnings per share (“EPS”) over the long-term
and have minimal impact to non-GAAP EPS over the short-term.
Advisors
Houlihan Lokey is serving as financial advisor to Intevac, and
Wilson Sonsini Goodrich & Rosati, Professional Corporation is
serving as legal advisor to Intevac.
Wachtell, Lipton, Rosen & Katz is serving as legal advisor
to Seagate.
About Seagate
Seagate Technology is a leading innovator of mass-capacity data
storage. We create breakthrough technology so you can confidently
store your data and easily unlock its value. Founded over 45 years
ago, Seagate has shipped over four billion terabytes of data
capacity and offers a full portfolio of storage devices, systems,
and services from edge to cloud. To learn more about how Seagate
leads storage innovation, visit www.seagate.com and our blog, or
follow us on X, Facebook, LinkedIn, and YouTube.
About Intevac, Inc.
Founded in 1991, we are a leading provider of thin-film process
technology and manufacturing platforms for high-volume
manufacturing environments. With over 30 years of leadership in
designing, developing, and manufacturing high-productivity,
thin-film processing systems, we deploy our materials science
expertise primarily to the hard disk drive (HDD) industry. Our
industry-leading 200 Lean® platform is our flagship system,
supporting HDD disk media production, including the industry’s most
advanced, leading-edge, heat-assisted magnetic recording (HAMR)
media. The majority of Intevac’s HDD business for the last several
years has been focused on enabling the upgrades of the installed
base of worldwide media capacity in close partnership with our HDD
customers, thus enabling their technology roadmaps. For more
information call 408-986-9888 or visit the Company's website at
www.Intevac.com.
Additional Information and Where to Find It
In connection with the proposed acquisition (the “Transaction”)
of Intevac, Inc. (“Intevac”) by Seagate Technology Holdings plc
(“Seagate”), Irvine Acquisition Holdings, Inc. (“Bidder”) will
commence a tender offer for all of the outstanding shares of
Intevac. The tender offer has not yet commenced. This communication
is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell shares of Intevac.
It is also not a substitute for the tender offer materials that
Bidder will file with the U.S. Securities and Exchange Commission
(the “SEC”) upon commencement of the tender offer. At the time that
the tender offer is commenced, Bidder will file tender offer
materials on Schedule TO with the SEC, and Intevac will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. Under certain circumstances
described in the definitive Transaction documents, Seagate may
determine instead to terminate or withdraw the offer and effect the
Transaction through a merger only, in which case the relevant
documents to be filed with the SEC will include a proxy statement
for the solicitation of votes of Intevac stockholders to approve
the merger. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER
OFFER DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9, AND, IF APPLICABLE, THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED BY SEAGATE, INTEVAC, OR BIDDER WILL
CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND
CONSIDERED BY INTEVAC’S STOCKHOLDERS BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE TENDER OFFER, OR IF APPLICABLE, VOTING ON THE
TRANSACTION. A free copy of these materials will be available to
Intevac’s stockholders by visiting Intevac’s website
(https://ir.intevac.com). In addition, these materials (and all
other documents filed by Seagate, Intevac, and Bidder with the SEC)
will be available at no charge on the SEC’s website (www.sec.gov)
upon filing with the SEC.
If the tender offer is terminated and the Transaction is to be
effected by merger only, in which case, the approval of Intevac
stockholders must be obtained, Seagate, Intevac and their
respective directors and executive officers may be deemed to be
participants in any such solicitation of proxies from Intevac’s
stockholders in connection with the Transaction. Information
regarding Seagate’s directors and executive officers is available
in its most recent proxy statement that was filed with the SEC (and
is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/1137789/000113778924000085/stx-20240903.htm).
Information regarding Intevac’s directors and executive officers is
available in its most recent proxy statement that was filed with
the SEC (and is available at
https://www.sec.gov/Archives/edgar/data/1001902/000119312524091334/d719495ddef14a.htm).
Other information regarding potential participants in any such
proxy solicitation will be contained in any proxy statement filed
in connection with the Transaction.
Forward-Looking Statements
Certain statements contained in this communication may be
characterized as forward-looking under the Private Securities
Litigation Reform Act of 1995. These statements involve a number of
risks, uncertainties and other factors that could cause actual
results to differ materially.
Statements in this communication regarding Intevac and Seagate
that are forward-looking may include statements regarding: (i) the
Transaction; (ii) the anticipated occurrence, manner and timing of
the proposed tender offer, (iii) the expected timing of the closing
of the Transaction; (iv) considerations taken into account in
approving and entering into the Transaction; (v) the anticipated
benefits to, or impact of, the Transaction on Intevac’s and
Seagate’s respective businesses; and (vi) expectations for Intevac
and Seagate following the closing of the Transaction. There can be
no assurance that the Transaction will be consummated.
Actual events or results may differ materially from these
forward-looking statements. Words such as “anticipate,” “expect,”
“intend,” “plan,” “propose,” “provide,” “believe,” “seek,”
“estimate,” variations of such words, and similar expressions are
intended to identify such forward-looking statements, although not
all forward-looking statements contain these identifying words.
Risks and uncertainties that could cause actual results to differ
materially from those indicated in the forward-looking statements,
in addition to those identified above, include: (i) the possibility
that the conditions to the closing of the Transaction are not
satisfied or waived; (ii) uncertainties as to how many of Intevac’s
stockholders will tender their stock; (iii) the possibility that
competing offers will be made; (iv) the occurrence of any event,
change or other circumstance that could give rise to a right to
terminate the Transaction; (v) possible disruption related to the
Transaction to Intevac’s and Seagate’s current plans, operations
and business relationships, including through the loss of customers
and employees; (vi) the amount of the costs, fees, expenses and
other charges incurred by Intevac and Seagate related to the
Transaction; (vii) the risk that Intevac’s or Seagate’s stock price
may fluctuate during the pendency of the Transaction; (viii) the
diversion of Intevac’s or Seagate’s respective management’s time
and attention from ongoing business operations and opportunities;
(ix) the response of competitors and other market participants to
the Transaction; (x) potential litigation relating to the
Transaction; (xi) uncertainty as to timing of completion of the
Transaction and the ability of each party to consummate the
Transaction; and (xii) and the impact of global macroeconomic
conditions and supply chain challenges on Intevac’s or Seagate’s
respective businesses.
A more complete description of these and other material risks
can be found in the periodic reports that Intevac and Seagate have
filed and will file with the SEC, including their Quarterly Reports
on Form 10-Q for the quarterly period ended December 27, 2024 and
September 28, 2024 for Seagate and Intevac respectively, and their
Annual Reports on Forms 10-K for the fiscal year ended June 28,
2024 and December 30, 2023 for Seagate and Intevac respectively, as
well as the Schedule TO and related tender offer documents to be
filed by Seagate and its acquisition subsidiary, Bidder, the
Schedule 14D-9 to be filed by Intevac, and, if applicable, the
proxy statement referenced above. All forward-looking statements in
this communication are based on information available to Intevac
and Seagate as of the date of this communication, and, except as
required by law, neither Intevac nor Seagate assume any obligation
to update the forward-looking statements provided to reflect events
that occur or circumstances that exist after the date on which they
were made.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250213031336/en/
For Intevac: Cameron McAulay Chief Financial Officer, Intevac
(408) 986-9888
David Hanover or Jack Perkins KCSA Strategic Communications
Intevac@kcsa.com (212) 896-1220
For Seagate: Shanye Hudson (510) 661-1600
shanye.hudson@seagate.com
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