Thursday, February 13th 2025
Seagate Announces Agreement to Acquire Intevac
Seagate Technology, a leading innovator of mass-capacity data storage, and Intevac, Inc., 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.
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.
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.
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