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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
SLIDE DEPICTING
MULTI-COMPANY TRANSACTION INVOLVING SEAGATE TECHNOLOGY, INC.
AND VERITAS SOFTWARE CORPORATION
[Two ovals labeled VERITAS and Seagate, with a horizontal arrow originating from
Seagate pointing to VERITAS and a horizontal arrow from VERITAS pointing to
Seagate.
A rectangle intersecting the Seagate oval and positioned above the arrow from
Seagate to VERITAS contains the text
~$128M VERITAS shares
~$500M of cash
~$500M of securities
A rectangle intersecting the VERITAS oval and positioned below the arrow from
VERITAS to Seagate contains the text ~116M VERITAS shares
An arrow pointing down from the Seagate oval points to a rectangle labeled
Financial Buyer. Along the right side of the arrow is another rectangle labeled
Disk Drive Business.
Below and to the left side of the diagram, the following text is positioned with
bullet points.]
*VERITAS will receive approximately 128M shares of VERITAS stock currently held
by Seagate plus cash and securities totaling approximately $1 billion
*In exchange, VERITAS will issue approximately 116 million shares of VERITAS
stock
*The transaction is immediately accretive, boosting VERITAS EPS by approximately
7% in CY01
*VERITAS is not acquiring Seagate's disk drive business or any other Seagate
operating business
*This transaction can be viewed as a cashless share repurchase of approximately
$2.0 billion of VERITAS stock and an infusion of approximately $1 billion of
cash and securities as compensation for facilitating the buyout of Seagate
operating businesses
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* * * * * * * * * * * * * * * * * * * *
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The foregoing information contains forward-looking statements within the meaning
of the Safe Harbor 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
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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.
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]
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