Following their press releases issued on May 23, 2012 and June 14, 2012, Seagate Technology plc (NASDAQ: STX) and LaCie S.A. (Euronext: LAC) announced today the completion of the purchase by Seagate of all of the shares of Philippe Spruch and his affiliate, representing 64.5% of the outstanding shares of LaCie for a provisional price of €4.05 per share. The price payable to Philippe Spruch and his affiliate may be increased by 3%, to €4.17 per share, in the event that within six months following today's date, Seagate holds at least 95% of the share capital and voting rights of LaCie.
The completion of the transaction follows the required clearances from the French Ministry of Finance and the US and German Antitrust Authorities.
As a result of the completion of the transaction, Seagate intends to file in the coming weeks with the French Autorité des marches financiers an all-cash simplified tender offer on the remaining LaCie shares.
As previously announced, Ricol Lasteyrie & Associés has been appointed as independent expert by the Board of Directors of LaCie on May 23, 2012.
Following discussions with the Board of Directors of LaCie, in particular with the independent members, Seagate has increased the proposed offer price at which it will file its tender offer to €4.50 per LaCie share (without an additional 3% price supplement in the event that a squeeze-out procedure is implemented). Seagate may carry out a squeeze-out procedure at the same price of €4.50 per LaCie share if it were to hold at least 95% of the shares and voting rights of LaCie.
The Board of Directors welcomes the revised offer price and intends to support the revised offer as long as the final report of the independent expert affirms the valuation.
Seagate is a world leader in hard disk drives and storage solutions. Learn more at www.seagate.com.
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.
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.