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Filed By VERITAS Software Corporation
Pursuant to Rule 425 under the
Securities Act of 1933
And deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Seagate Technology, Inc.
Commission File No. 001-11403
VERITAS SOFTWARE CORPORATION
PRESS RELEASE CONCERNING
MULTI-COMPANY TRANSACTION INVOLVING SEAGATE TECHNOLOGY, INC.
AND VERITAS SOFTWARE CORPORATION
SEAGATE, VERITAS SOFTWARE AND INVESTOR GROUP LED BY SILVER LAKE
PARTNERS ANNOUNCE LANDMARK $20 BILLION TRANSACTION
SCOTTS VALLEY and MOUNTAIN VIEW, Calif. - March 29, 2000 - Seagate Technology
(NYSE:SEG), VERITAS Software (Nasdaq:VRTS) and an investor group led by Silver
Lake Partners that includes Seagate management and Texas Pacific Group today
announced a landmark $20 billion transaction. In the transaction, VERITAS
Software will acquire all of the VERITAS Software shares currently held by
Seagate, certain securities and cash. The investor group will acquire the
Seagate operating businesses for cash. Seagate stockholders will receive shares
of VERITAS Software common stock and cash for their shares of Seagate common
stock.
For VERITAS Software, the transaction is accretive to earnings per share, by
decreasing total shares outstanding and earning interest on any cash retained.
In addition, the transaction eliminates the share overhang of Seagate's
approximate 33 percent ownership in VERITAS Software and increases stockholder
liquidity. For Seagate, the transaction unlocks the value of Seagate's assets on
a tax efficient basis for the benefit of its stockholders.
In this unified transaction, VERITAS Software will acquire Seagate, which then
will exclusively hold 128 million shares of VERITAS Software, the investment
securities of SanDisk, Gadzoox Networks, CVC, and Dragon Systems and cash.
Immediately prior to this merger, a new company formed by an investor group led
by Silver Lake will purchase all of Seagate's operating businesses for
approximately $2 billion in cash.
In the transaction, the Seagate stockholders will receive merger consideration
consisting of:
o 109.3 million VERITAS Software shares issued for the approximately 128
million VERITAS Software shares Seagate presently owns,
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o additional VERITAS Software shares issued for the investment securities
and, at VERITAS Software's election, for up to $750 million in retained
cash, and
o all cash on the Seagate balance sheet in excess of $800 million of cash
working capital and after giving effect to VERITAS Software retained cash,
debt repayment, taxes and other liabilities.
Seagate stockholders would receive total consideration of approximately $77.50
per share for each share of Seagate common stock, consisting of approximately
0.467 VERITAS Software shares and approximately $5 in cash, based on the closing
market prices of the investment securities, as of March 28, 2000, and assuming a
$500 million cash retention by VERITAS Software, and Seagate's anticipated cash
position at closing. This transaction has no collar.
This transaction is structured so that the issuance of the VERITAS Software
shares should be tax-free to the Seagate stockholders. Seagate stockholders may
also be entitled to receive additional cash payments for tax refunds at or after
closing. The final amount of additional VERITAS Software shares and cash per
share will be determined at closing and will depend on a number of factors
including the final cash position of Seagate and the market prices of the
involved securities.
"This transaction represents an unlocking of the value of Seagate for its
stockholders," said Lawrence Perlman, co-chairman of Seagate. "Our stockholders
will receive both the value of VERITAS Software stock in a tax efficient manner
as well as significant value for Seagate's core business."
"I believe that becoming a private company will allow us to focus on
strengthening our core storage business," said Steve Luczo, president and CEO of
Seagate Technology. "In particular, we will continue to implement advanced
manufacturing technologies, drive operational efficiencies, and position the
company for growth as storage-centric computing expands across multiple markets.
We believe that, given our financial partners' long-term view, we will have
greater flexibility to meet these operating and strategic objectives and our
employees will have a broad opportunity to participate in start-up equity
ownership."
"By leveraging the value of VERITAS Software stock, this landmark transaction
creates significant benefits for all parties involved," said Mark Leslie,
chairman and CEO, VERITAS Software. "We would like to welcome Seagate
stockholders as they join our VERITAS Software stockholder base and realize
greater value for their Seagate shares. Upon the close of this transaction, all
VERITAS Software stockholders will benefit by owning shares in the industry's
leading data availability company which, following the transaction, will have a
significantly larger available float, reduced shares outstanding and additional
cash for strategic investments and other purposes."
"This transaction epitomizes the mission of Silver Lake," said Roger McNamee,
co-founder of Silver Lake
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Partners. "As a private company, Seagate will be free to make the investments
and take the strategic steps necessary to extend its leadership position in the
storage industry."
Seagate is the global disc drive market share leader. Seagate's core business
strategy is based on time-to-market leadership in storage technology, maximizing
operational speed, flexibility and efficiency, and maintaining strategic
relationships with OEM and distribution customers. Seagate is committed to
continuous improvements in productivity and operational efficiency in a
challenging business environment. With a solid balance sheet, a strong cash
position, and the financial commitment of the investment group led by Silver
Lake, the new Seagate will be able to invest aggressively in the core business
and in emerging growth markets.
Silver Lake Partners originated and led this transaction, and organized the
investor group. Silver Lake Partners and Texas Pacific Group are the largest
investors in the investor group that also includes August Capital, Integral
Capital Partners, Chase Capital Partners, and Goldman Sachs & Co.. The Chase
Manhattan Corporation and Goldman, Sachs & Co. have committed to provide all of
the debt financing necessary to complete the transaction.
The transaction is expected to close in the third quarter of 2000, subject to
the approval of VERITAS Software and Seagate stockholders, funding of the debt
commitments and clearance by the U.S. Securities and Exchange Commission, as
well as clearance under antitrust laws and other customary closing conditions.
Morgan Stanley Dean Witter acted as financial advisor to the Board of Directors
of Seagate for this transaction. Credit Suisse First Boston acted as financial
advisor to the Board of Directors of VERITAS Software for this transaction.
There will be a conference call for news media and the financial community held
today at 2:00 p.m. PST hosted by Steve Luczo, president and CEO of Seagate; Mark
Leslie, chairman and CEO of VERITAS Software; Lawrence Perlman, co-chairman of
Seagate; and Roger McNamee, co-founder of Silver Lake Partners. In order to
participate, in North America please call 1-800-230-1096, in Europe call
612-332-0226 and in Asia call 612-288-0337 to connect to the conference call.
Questions from the financial community will be addressed at the end of the
teleconference. Questions from the media will be addressed by contacting Seagate
and VERITAS Software's media relations. A replay of the conference call will be
available after 7:30 p.m. PST. In order to listen to the replay, in the United
States call 1-800-475-6701 and internationally call 320-365-3844. The access
code for both the U.S. and international replay is: 510256.
ABOUT SEAGATE
Seagate Technology, Inc. (NYSE:SEG) is a leading provider of technology and
products enabling people to store, access, and manage information. The Company
is committed to providing best-in-class products
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to help people get information when, where and how they want it. Seagate is the
world's largest manufacturer of disc drives magnetic discs and read-write heads,
an innovator in tape drives, and a leading developer of Business Intelligence
software. Seagate can be found around the globe and on the World Wide Web at
http://www.Seagate.com. For automated news, stock and financial information by
phone, dial toll-free 877-SEG-NYSE. Outside the U.S. and Canada, dial
760-704-4368.
ABOUT VERITAS SOFTWARE
For enterprise customers who demand the continuous availability of
business-critical information, VERITAS Software Corporation (Nasdaq:VRTS), the
industry's leading enterprise-class application storage management software
provider, ensures information availability from business-critical applications
by delivering integrated, cross-platform storage management software solutions.
VERITAS Software's products enable Business Without Interruption(TM)and are
designed to protect, access and manage business-critical application
information. VERITAS Software products are delivered through a global end user
sales force and a worldwide network of enterprise VARs, resellers and OEM
partners. VERITAS Software's corporate headquarters is located at 1600 Plymouth
Street, Mountain View, CA 94043. Telephone: (650) 335-8000. Fax: (650) 335-8050.
Email: vx-sales@VERITAS .com. WWW site: http://www.VERITAS .com/.
ABOUT SILVER LAKE PARTNERS
Silver Lake Partners is the leading private equity investment firm focused on
large-scale investments in technology and related growth companies. The
principals of Silver Lake, which include Jim Davidson, Glenn Hutchins, Dave Roux
and the partners of Integral Capital Partners and Kleiner, Perkins, Caufield &
Byers, have extensive experience investing in, managing, and financing
technology and other growth companies. Silver Lake also works closely with a
network of technology industry executives, who bring valuable insight and
assistance in sourcing transactions, analyzing industry trends, building
management teams, and adding value to Silver Lake's portfolio companies. Silver
Lake has offices in Menlo Park, California and New York, New York. Additional
information about Silver Lake is available at http://www.slpartners.com
ABOUT INTEGRAL PARTNERS
Founded in 1991, Integral Capital Partners is a family of investment
partnerships created by portfolio managers Roger McNamee and John Powell and the
venture capital firm Kleiner Perkins Caufield & Byers (KPCB). Morgan Stanley
Dean Witter has been a partner of Integral from its earliest days, serving as
exclusive placement agent, prime broker and custodian for the partnerships. The
Integral partnerships seek maximum capital appreciation from investing in the
securities of expansion stage private companies and growth stage public
companies in the information and life sciences industries. Integral's past
venture investments include Agile Software, Brio, Cerent (now part of Cisco),
Extreme Networks, Flextronics, GoTo.com, Healtheon, Homestore.com, Informatica,
Inktomi, Intuit, MapInfo, Pivotal, Rambus, Sycamore Networks, Think Systems (now
part of i2 Technologies), and Visio. In addition to its founders, Integral's
principals include Pamela Hagenah, Glen Kacher and Rob McCormack. KPCB and
Morgan Stanley remain active partners. Additional information about Integral is
available at http://www.integralcapital.com
ABOUT TEXAS PACIFIC GROUP
TPG is a private equity investment firm with over $7 billion in committed equity
capital. Over the past decade, TPG has completed over 35 transactions, invested
over $3 billion in equity capital including over $1.5 billion in technology
investments. Current TPG technology portfolio companies include Advanced TelCom
Group, DoveBid.com, First World Communications, Gemplus, Globespan
Semiconductor, Interlink Group, On Semiconductor, Paradyne Networks, Zhone
Technologies and Zilog. Other TPG portfolio companies include America West
Airlines, Beringer Wine Estates, Continental Airlines, Del Monte Foods, Ducati
Motorcycles, J.Crew, Oxford Health Plans , and Virgin Entertainment.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The foregoing information contains forward-looking statements within the meaning
of the Safe Harbor
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Provisions of the Private Securities Litigation Reform Act of 1995. Such
statements regarding, among other things, the timing, effect, and potential
value of the transaction, are based on the current expectations and beliefs of
managements of Seagate and VERITAS Software, and are subject to a number of
factors and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. In particular, the
following factors, among others, could cause actual results to differ materially
from those described in the forward-looking statements: the failure of the
transaction to close due to the failure to obtain regulatory or other approvals;
the failure of the transaction to close due to the failure of Silver Lake
Partner's financing source to fulfill certain financial commitments; the failure
of the Seagate or VERITAS Software stockholders to approve the merger; the risk
of unanticipated costs of effecting the transaction; the risk that liabilities
will arise and the new private company will be unable or unwilling to satisfy
its proposed indemnification obligations to VERITAS Software; the risk that the
economic terms of the transaction will vary substantially due to changes in the
market prices of VERITAS software or the investment securities and the impact of
the operations of Seagate and the resulting cash balances at closing; and the
risk that the Internal Revenue Service will determine that the transaction is
taxable to the Seagate stockholders.
For a detailed discussion of these and other cautionary statements, please refer
to the joint proxy statement/prospectus to be filed by both Seagate and VERITAS
Software as described below, as well as the companies' filings with the
Securities and Exchange Commission, especially in the "Factors Affecting Future
Operating Results" section of the Management's Discussion and Analysis of
Financial Condition and Results of Operations section of Seagate's Form 10-K its
fiscal year ended July 2, 1999 and its Form 10-Q for its fiscal quarter ended
December 31, 1999, and in the "Factors That May Affect Future Results" section
of the Management's Discussion and Analysis of Financial Condition and Results
of Operations" section of VERITAS Software's Form 10-Q for its fiscal quarter
ended September 30, 1999.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Investors and security holders of both Seagate and VERITAS Software are advised
to read the joint proxy statement/prospectus regarding the business transaction
referenced in the foregoing information, when it becomes available, because it
will contain important information. Seagate and VERITAS Software expect to mail
a joint proxy statement/prospectus about the transaction to their respective
stockholders. Such joint proxy statement/prospectus will be filed with the
Securities and Exchange Commission by both companies. Investors and security
holders may obtain a free copy of the joint proxy statement/prospectus (when
available) and other documents filed by the companies at the Securities and
Exchange Commission's web site at http://www.sec.gov. The joint proxy
statement/prospectus and such other documents may also be obtained from Seagate
or VERITAS Software by directing such requests to the respective investor
relations contacts listed below.
Seagate and its officers and directors may be deemed to be participants in the
solicitation of proxies from Seagate 's stockholders with respect to the
proposed transaction. Information regarding such officers and directors is
included in Seagate 's proxy statement for its annual meeting of stockholders
filed with the Securities and Exchange Commission on October 4, 1999, and in its
S-4 Registration Statement, as subsequently amended, on September 3, 1999. These
documents are available free of charge at the Securities and Exchange
Commission's web site at http://www.sec.gov and from the Seagate investor
relations' contacts listed below.
VERITAS Software and its officers and directors may be deemed to be participants
in the solicitation of proxies from VERITAS Software's stockholders with respect
to the proposed transaction. Information regarding such officers and directors
is included in VERITAS Software's S-1 Registration Statements filed with the
Securities and Exchange Commission on September 22, 1999, as supplemented. This
document is available free of charge at the Securities and Exchange Commission's
Web site at http://www.sec.gov and from the VERITAS Software investor relations'
contacts listed below.
Seagate and Seagate Technology are registered trademarks of Seagate Technology,
Inc. All trademarks are the property of their respective owners.
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VERITAS is a registered trademark of VERITAS Software Corporation in the US and
other countries. The VERITAS logo and Business Without Interruption are
trademarks of VERITAS Software Corporation in the US and other countries. Other
product names mentioned herein may be trademarks and/or registered trademarks of
their respective companies.
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EDITOR'S NOTE:
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o FOR ADDITIONAL INFORMATION ON THE SEAGATE TECHNOLOGY/VERITAS
SOFTWARE/SILVER LAKE PARTNERS TRANSACTION, GO TO SEAGATE'S ONLINE
INFORMATION SITE AT www.seagate.com OR www.veritas.com
o B-ROLL AND VIDEO FOOTAGE FEATURING SEAGATE PRESIDENT AND CEO, STEVE LUCZO
WILL BE AVAILABLE FOR SATELLITE DOWNLOAD AT: MARCH 29, 2000, BETWEEN 14:30
- 15:30 PST AND AGAIN AT 16:30 - 17:30 PST BROADCASTED ON GALAXY 6
TRANSPONDER 12 (C BAND). THIS TAPE WILL BE RE-FED ON MARCH 30, 2000 AT THE
SAME TIMES ON THE SAME SATELLITE. VERITAS SOFTWARE B-ROLLS ARE AVAILABLE
UPON REQUEST.
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FOR MORE INFORMATION CONTACT:
SEAGATE TECHNOLOGY VERITAS SOFTWARE
Media Relations Media Relations
Julie A. Still 831-439-2276 Erin Jones 805-783-4528
[email protected] [email protected]
Forrest W. Monroy 831-439-2838 Rebecca Glenn 650-318-4362
[email protected] [email protected]
Philip D. Montero 831-439-2862 Martha Blackwell 805-782-4175
[email protected] [email protected]
Investor Relations Investor Relations
Bill Rowley 831-439-2371 Dave Galiotto 650-318-4047
[email protected] [email protected]
Denise Franklin 831-439-2789 Borah Kim 650-318-4514
[email protected] [email protected]
