공시 • Apr 01
Seagate Technology Holdings plc (NasdaqGS:STX) completed the acquisition of Intevac, Inc. (NasdaqGS:IVAC) from Palogic Value Fund, L.P., fund managed by Palogic Value Management, L.P., Bleichroeder LP, Nigel D. Hunton and others.
Seagate Technology Holdings plc (NasdaqGS:STX) entered into a Non-Binding term sheet to acquire Intevac, Inc. (NasdaqGS:IVAC) from Palogic Value Fund, L.P., fund managed by Palogic Value Management, L.P., Bleichroeder LP, Nigel D. Hunton and others on January 29, 2025. Seagate Technology Holdings plc (NasdaqGS:STX) entered into a definitive agreement to acquire Intevac, Inc. (NasdaqGS:IVAC) from Palogic Value Fund, L.P., fund managed by Palogic Value Management, L.P., Bleichroeder LP, Nigel D. Hunton and others for approximately $120 million on February 13, 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. 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. 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 Merger Agreement also provides that, in connection with the termination of the Merger Agreement under specified circumstances, including termination by Intevac to accept and enter into an agreement with respect to a Superior Offer, Intevac will be required to pay Seagate Technology, a termination fee in the amount of $4,300,000. .
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. 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 Board of Directors of Seagate Technology Holdings also approved 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 over the long-term and have minimal impact to non-GAAP EPS over the short-term. The tender offer is scheduled to expire at one minute after 11:59 p.m., Eastern Time, on March 28, 2025.
Houlihan Lokey is serving as financial advisor to Intevac, Inc., and Richard C. Blake, Erika Muhl, Douglas K. Schnell and Broderick K. Henry Jr. of Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal advisors to Intevac, Inc. The Board of Directors of Intevac has received the oral opinion of Houlihan Lokey Capital, Inc. Adam O. Emmerich and John L. Robinson of Wachtell, Lipton, Rosen & Katz is serving as legal advisors to Seagate Technology Holdings plc. Georgeson LLC acted as information agent to Seagate Technology Holdings plc. Computershare Trust Company, National Association acted as Depository Bank and transfer agent to Seagate Technology Holdings plc.
Seagate Technology Holdings plc (NasdaqGS:STX) completed the acquisition of Intevac, Inc. (NasdaqGS:IVAC) from Palogic Value Fund, L.P., fund managed by Palogic Value Management, L.P., Bleichroeder LP, Nigel D. Hunton and others on March 31, 2025. Intevac became a wholly owned subsidiary of Seagate Technology.