KOMAG INC /DE/
425, 2000-04-27
MAGNETIC & OPTICAL RECORDING MEDIA
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                                                  Filed by Komag, Incorporated
                                                  Pursuant to Rule 425 under the
                                                  Securities Act of 1933, and
                                                  deemed filed Pursuant to Rule
                                                  14a-12 under the Securities
                                                  and Exchange Act of 1934.
                                                  Subject Company:
                                                  HMT Technology Corp.
                                                  Commission File No. 000-27586

                             KOMAG, INCORPORATED
               CONFERENCE CALL CONCERNING TRANSACTION INVOLVING
                 KOMAG, INCORPORATED AND HMT TECHNOLOGY CORP.

TH Tan         Good morning. Thank you for joining us at this early hour. I
               am TH Tan, president and CEO of Komag, Incorporated.

Ron Buschur    And I am Ron Buschur, president and COO of HMT.

Ted Siegler    This is Ted Siegler, Komag's CFO. I'd like to read a cautionary
               note regarding forward-looking statements

               The following remarks will contain forward-looking statements
               within the meaning of the Safe Harbor Provisions of the Private
               Securities Litigation Reform Act of 1995. These statements
               regarding, among other things, the expected cost structure and
               cash flow of the combined company, represent the companies'
               reasonable judgments with respect to future events and are
               subject to risks and uncertainties that could cause actual
               results to differ materially. Such factors include, but are not
               limited to, failure of the transaction to close due to lender,
               shareholder or regulatory approvals, the risk that Komag and HMT
               will not successfully integrate their businesses or that the cost
               of such integration will be greater than anticipated, failure of
               the company to retain and hire key executives, technical
               personnel and other employees, material adverse changes in
               economic and competitive conditions in the markets served by the
               companies, material adverse changes in the business and financial
               condition of either or both companies and their customers,
               uncertainties concerning technological changes and future product
               performance, and substantial delay in the expected closing of the
               transaction.

TH Tan         Thank you Ted.  This is T.H. Tan again.

               As announced in our joint press release that went onto the wires
               at 11:00 a.m. PDT yesterday, our two companies have signed a
               definitive agreement to merge. The boards of each company
               unanimously approved the terms of the agreement. Specifically,
               each share of HMT stock will be converted to 0.9094 shares of
               Komag stock upon finalizing the merger. The merger is intended as
               a tax-free transaction to be accounted for under purchase
               accounting. The transaction is subject to regulatory approvals,
               approval of each company's stockholders, and of Komag's lenders.
               We expect to finalize the transaction in the third quarter of
               this year.


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TH Tan         There are many reasons that the merger is important for our
               companies. I will discuss several of these reasons that were
               particularly important in our decision process.

               -     Our industry is intensely competitive. The first condition
                     necessary to success is technology. Ron will discuss the
                     technology advantages our combined company will possess. I
                     would like to focus on some of the other criteria for
                     success.

               -     First, low cost is critical to success as a media
                     manufacturer. Komag has diligently changed its cost
                     structure. The success of our effort thus far was apparent
                     in our first quarter results, announced last week. However,
                     the path to profitability requires higher sales volume to
                     spread fixed manufacturing costs over more units and to
                     create greater dollar gross margins to help pay for
                     continued investment in new technology and the plant and
                     equipment necessary for future manufacturing. This merger
                     will increase the scale of our company by adding
                     substantially all of our two companies' production capacity
                     together. In combination with our low cost Malaysian
                     manufacturing we believe this scale will help us achieve
                     lower costs than either company can achieve on its own.

               -     Next, no company will be successful without a team of
                     strong people. We have encountered HMT over many years. We
                     respect the capability to deliver positive results that HMT
                     has demonstrated over the years. One of the tremendous
                     opportunities we have as we merge is to take advantage of
                     the most talented people in both companies so that the
                     whole will be stronger than the sum of the parts.

               -     Finally, we will have the broadest customer base in the
                     industry. The increased breadth of our customer base will
                     make us less dependent on any one customer and should
                     enable us to manage our product development and our
                     manufacturing operations in a more efficient manner. We
                     will have more significant resources and expertise to apply
                     to more customer opportunities, which will benefit us as we
                     strive to provide superior solutions for the industry's
                     future needs.

TH Tan         Now I'd like to turn the call over to Ron Buschur to give you
               his perspective on our prospective merger.


Ron Buschur    Thanks TH.

               -     We believe that combining the best of the manufacturing
                     expertise, quality systems and technological capabilities
                     from both our companies will provide our customers with the
                     leading edge products that will help them be successful in
                     this very competitive marketplace. The new company will be
                     positioned to be the pre-eminent independent media
                     manufacturer.

               -     Today both companies participate in many customer
                     qualifications. The cost of each qualification is high,
                     consuming materials, equipment


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                    capacity and engineering time and resources for us and
                    similar costs for our customers. The new company should be
                    able to help our customers reduce the number of
                    qualification runs, saving significant cost for both us and
                    more importantly, our customers.

               -     Both TH and I have contacted our customers directly. I can
                     tell you that the conversations went very well. Our
                     customers appear to be very supportive of this merger
                     because they believe the combined company will be much
                     stronger and capable of advancing the technologies forward
                     in the future.

Ron Buschur    As you can tell we are enthusiastic about the prospect of this
               merger. We all believe that there is a lot more value in the
               combination of our companies than if we stand alone. Thank you
               for your attendance at this early hour. With that I'd like to
               turn the call over to _______________ for the question and
               answers.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
These statements regarding, among other things, the expected cost structure and
cash flow of the combined company, represent the companies' reasonable judgments
with respect to future events and are subject to risks and uncertainties that
could cause actual results to differ materially. Such factors include, but are
not limited to, failure of the transaction to close due to regulatory or lender,
shareholder or regulatory approvals, the risk that Komag and HMT will not
successfully integrate their businesses or that the cost of such integration
will be greater than anticipated, failure of the combined company to retain and
hire key executives, technical personnel and other employees, material adverse
changes in economic and competitive conditions in the markets served by the
companies, material adverse changes in the business and financial condition of
either or both companies and their customers, uncertainties concerning
technological changes and future product performance, and substantial delay in
the expected closing of the transaction.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Investors and security holders of both HMT and Komag 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. HMT and Komag 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 HMT or Komag by directing such requests to
the respective investor relations contacts listed below.

HMT and its officers and directors may be deemed to be participants in the
solicitation of proxies from HMT 's stockholders with respect to the proposed
transaction. Information regarding such officers and directors is included in
HMT's proxy statement for its annual meeting of stockholders filed with the
Securities and Exchange Commission on June 28, 1999. This document is available
free of charge at the Securities and Exchange Commission's web site at
http://www.sec.gov and from the HMT investor relations' contacts listed below.

Komag and its officers and directors may be deemed to be participants in the
solicitation of proxies from Komag's stockholders with respect to the proposed
transaction. Information regarding such officers and directors is included in
Komag's proxy statement for its annual meeting of stockholders filed with the
Securities and Exchange Commission on April 10, 2000. This document is available
free of charge at the Securities and Exchange Commission's Web site at
http://www.sec.gov and from the Komag investor relations' contacts listed below.

Contacts:

For Komag:

Ted Siegler at (408) 576-2209 or
Russell Lemelin at (408) 576-2485
E-mail communications: [email protected]

For HMT:

Peter Norris, (510) 490-3100
Investor Relations, (510) 683-6000



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