Seagate and LaCie Announce Exclusive Agreement with Intent for Seagate to Acquire Controlling Interest in LaCie
23 May 2012
Seagate has Offered to Purchase LaCie CEO's 64.5% Ownership Position;
Seagate to Subsequently Commence Tender Offer for Remaining Outstanding Shares
Expands Seagate's Product Line and Capabilities in the Growing Consumer Storage Market
CUPERTINO, CA and PARIS, FRANCE – May 23, 2012 – Seagate Technology plc (NASDAQ: STX) the worldwide leader in hard disk drives and storage solutions, and LaCie S.A. (Euronext: LAC), a leading manufacturer of consumer storage products, today announced an exclusive agreement with the intent for Seagate to acquire a controlling interest in LaCie. Seagate has offered to purchase from Philippe Spruch, LaCie's chairman and CEO, and his affiliate, all of their shares, representing 64.5% of the outstanding shares of LaCie. Following receipt of governmental approvals and the close of this transaction, Seagate would commence an all-cash simplified tender offer (followed as the case may be by a squeeze-out procedure) to acquire the remaining outstanding shares in accordance with the General Regulation of the French Autorité des Marchés Financiers (AMF).
Seagate has offered Mr. Spruch and his affiliate €4.05 per share in cash, minus a potential adjustment depending on the cash and debt position of LaCie at closing. This price may be increased by a possible price supplement of 3% in the event that the threshold of 95% of the shares and voting rights of LaCie would be reached by Sparrow within 6 months following closing, resulting in a maximum potential price per LaCie share of €4.17. Without the price supplement, the offer currently values LaCie at an approximate €146 million, or $186 million total equity value, including acquired net cash of approximately €49 million, or $65 million, as of March 31, 2012. The €4.05 per share price represents a premium of 29% to LaCie's average closing stock price over the 30 trading days ended May 22, 2012.
Ricol Lasteyrie & Associés was appointed today as independent expert by the board of directors of LaCie, to deliver a fairness opinion on the price that would be offered in the context of the tender offer, including in the perspective of a potential squeeze-out procedure.
The transaction would combine two highly complementary product and technology portfolios, adding LaCie's line of premium branded consumer storage solutions, network-attached storage solutions and software offerings to Seagate's array of mainstream consumer storage products. The combination would accelerate Seagate's growth strategy in the expanding consumer storage market, particularly in Europe and Japan, and add strong engineering and software development capabilities, as well as relationships with several key retailers.
The transaction is expected to be neutral to Seagate's fiscal 2013 earnings per share.
Following the close of the sale of his shares to Seagate, Mr. Spruch would join Seagate and lead the company's consumer storage products organization. Reporting to him would be Patrick Connolly, who currently serves as vice president and general manager of Seagate's retail group, as well as Pierre van der Elst, who currently serves as deputy general manager of LaCie. The financial terms of the new position of Mr Spruch are not determined as of today and would therefore be described subsequently, including in the tender offer documentation.
"Seagate has a strong commitment to the growing consumer storage market and bringing the most dynamic products to market. LaCie has built an exceptional consumer brand by delivering exciting and innovative high-end products for many years. This transaction would bring a highly complementary set of capabilities to Seagate, significantly expand our consumer product offerings, add a premium-branded direct-attached storage line, strengthen our network-attached storage business line and enhance our capabilities in software development," said Steve Luczo, Seagate chairman, president and CEO. "We are also excited that Philippe, who is a true visionary and leader in the consumer storage business, would join Seagate to run our consumer storage products organization."
"With the proliferation of devices and content being shared and stored today, consumer demand for high-quality branded storage solutions continues to grow," said Philippe Spruch, LaCie's chairman and CEO. "We are excited about the potential for this combination to benefit customers and employees by creating significant scale and opening up new markets. We look forward to making the resources of a much larger company available to our customers around the world."
LaCie will initiate the information and consultation process required by its employee representative council in relation to the contemplated transaction, in accordance with French law. Upon completion of this process, Seagate and Mr. Spruch would execute a definitive share purchase agreement and finalize the purchase of the controlling interest held by Mr. Spruch and his affiliate. This share purchase transaction is expected to close in the third calendar quarter of 2012 pending completion of the relevant governmental reviews. Seagate would then commence a tender offer for the remaining outstanding shares of LaCie (followed as the case may be by a squeeze-out procedure), subject to a clearance decision from the AMF. The tender offer is expected to be completed in the third calendar quarter of 2012.
The transaction is subject to regulatory approval in the United States (antitrust filing), France (approval of foreign investments by the Ministry of Finance) and other jurisdictions (antitrust filing in Germany) and to other customary closing conditions.
Morgan Stanley & Co. LLC served as financial advisor and Allen & Overy LLP served as legal advisor to Seagate in connection with the transaction. De Pardieu Brocas Maffei A.A.R.P.I served as legal advisor to LaCie.
About SeagateSeagate is the world leader in hard disk drives and storage solutions. Learn more at www.seagate.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including in particular, statements about our plans, strategies, prospects and the potential transaction. These statements include prospective information and include words such as "expects," "plans," "believes," "anticipates," "estimates," "predicts," "projects," "may," "should" and similar expressions. Forward-looking statements included in this press release include, but are not limited to, statements regarding the expected benefits from the proposed transaction, the financial impact of the proposed transaction to the Company's financials, statements regarding the parties' ability to consummate the proposed transaction, satisfaction of closing conditions precedent to the consummation of the proposed transaction, the parties' expectations with respect to integration, and the timing for closing the proposed transaction. These forward-looking statements are based on information available to the Company as of the date of this press release. Current expectations, forecasts and assumptions involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties, and other factors may be beyond the Company's control. Information concerning risks, uncertainties and other factors that could cause results to differ materially from those projected in the forward-looking statements is contained in the Company's Annual Report on Form 10-K and Form 10-K/A as filed with the U.S. Securities and Exchange Commission on August 17, 2011 and August 24, 2011 respectively, and in the Company's Quarterly Report on Form 10-Q as filed with the U.S. Securities and Exchange Commission on October 27, 2011, February 2, 2012 and April 30, 2012 respectively, which statements are incorporated into this press release by reference. These forward-looking statements should not be relied upon as representing the company's views as of any subsequent date and Seagate undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
With operations in the Americas, Europe and Asia, LaCie is the leading manufacturer of storage devices for PC, Apple, and Linux. LaCie has differentiated itself through sleek design and remarkable technical performance. Find out more about our products at www.lacie.com/asia.
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