Press release from Business Wire
Seagate and LaCie Announce Signature of Binding Share Purchase Agreement for the Acquisition of a Controlling Interest in LaCie
Thursday, June 14, 2012
CUPERTINO, Calif. & PARIS (Business Wire) -- Following their press release issued on May 23, 2012 announcing exclusive negotiations and the receipt on June 8, 2012 of the opinion of the employee representative body of LaCie S.A. (Euronext:LAC), Seagate Technology plc (NASDAQ:STX) and LaCie announced today that Seagate, Philippe Spruch, LaCie's chairman and CEO, and his affiliate, have entered into a binding share purchase agreement to purchase 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 (as may be adjusted downwards depending on the cash and debt position of LaCie at closing). As previously announced, Ricol Lasteyrie & Associés have been appointed as independent expert by the Board of Directors of LaCie on June 23, 2012. The transaction has already received clearance from the US Antitrust Authorities but remains subject to regulatory approval in France (approval of foreign investments by the Ministry of Finance) and Germany (antitrust filing) and to other customary closing conditions.
Following the acquisition of the control of LaCie, Seagate will file an all-cash simplified tender offer on the remaining LaCie shares at a price of €4.05 (as potentially adjusted downwards as set forth above). This price shall be increased by 3% in the event that a squeeze-out procedure is implemented (as a result of the acquisition of 95% of the shares and voting rights), resulting in a maximum potential price per LaCie share of €4.17.
Seagate is the 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.
Seagate Technology plc
Brian Ziel, 408-658-1540 (Media Relations)