Seagate (STX), Samsung Enter $1.38B Technology Agreement; Samsung to Gain 9.6% Stake in Seagate

April 19, 2011 6:28 AM EDT
Seagate Technology plc (Nasdaq: STX) and Samsung Electronics Co., Ltd., have entered into a definitive agreement under which Seagate and Samsung will significantly expand and strengthen their strategic relationship by further aligning their respective ownership, investments and key technologies.

Key parts of the agreement:
  • Samsung combining its hard disk drive (HDD) operations into Seagate

  • Extending and enhancing the existing patent cross-license agreement between the companies

  • A NAND flash memory supply agreement under which Samsung will provide Seagate with its market-leading semiconductor products for use in Seagate’s enterprise solid state drives (SSDs), solid state hybrid drives and other products

  • A disk drive supply agreement under which Seagate will supply disk drives to Samsung for PCs, notebooks and consumer electronics

  • Expanded cooperation between the companies to co-develop enterprise storage solutions

  • Samsung receiving significant equity ownership in Seagate

  • A shareholder agreement under which an executive of Samsung will be nominated to join Seagate’s Board of Directors
Seagate expects these transactions and agreements to be meaningfully accretive to non-GAAP diluted earnings per share and cash flow within the first full year following the closing.

Under the terms of the agreement, Samsung will receive consideration consisting of 50% Seagate ordinary shares and 50% cash. Upon closing, Samsung will receive Seagate ordinary shares valued at $687.5 million (45.2 million shares, or approximately 9.6% ownership of Seagate, which is based on Seagate’s 30-day volume weighted average stock price prior to signing), plus $687.5 million in cash. Samsung will have a right to designate a nominee to join Seagate’s Board of Directors following closing.

Morgan Stanley & Co. Incorporated served as financial advisor and Wilson Sonsini Goodrich & Rosati, Professional Corporation served as legal advisor to Seagate in connection with the transaction. Allen & Company LLC served as financial advisor and Paul, Hastings, Janofsky & Walker LLP served as legal advisor to Samsung.


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