Seagate (STX) Moves to Acqire 64.5% Stake in LaCie S.A.
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Seagate Technology plc (Nasdaq: STX) and LaCie S.A., a leading manufacturer of consumer storage products, announced an exclusive agreement with the intent for Seagate to acquire a controlling interest in LaCie. Seagate has offered to purchase from Philippe Spruch, LaCie’s chairman and CEO, and his affiliate, all of their shares, representing 64.5% of the outstanding shares of LaCie. Following receipt of governmental approvals1 and the close of this transaction, Seagate would commence an all-cash simplified tender offer (followed as the case may be by a squeeze-out procedure) to acquire the remaining outstanding shares in accordance with the General Regulation of the French Autorité des Marchés Financiers (AMF).
Seagate has offered Mr. Spruch and his affiliate €4.05 per share in cash, minus a potential adjustment depending on the cash and debt position of LaCie at closing. This price may be increased by a possible price supplement of 3% in the event that the threshold of 95% of the shares and voting rights of LaCie would be reached by Seagate within 6 months following closing, resulting in a maximum potential price per LaCie share of €4.17. Without the price supplement, the offer currently values LaCie at an approximate €146 million, or $186 million total equity value, including acquired net cash of approximately €49 million, or $65 million, as of March 31, 2012. The €4.05 per share price represents a premium of 29% to LaCie’s average closing stock price over the 30 trading days ended May 22, 2012.
Ricol Lasteyrie & Associés was appointed today as independent expert by the board of directors of LaCie, to deliver a fairness opinion on the price that would be offered in the context of the tender offer, including in the perspective of a potential squeeze-out procedure.
The transaction would combine two highly complementary product and technology portfolios, adding LaCie’s line of premium branded consumer storage solutions, network-attached storage solutions and software offerings to Seagate’s array of mainstream consumer storage products. The combination would accelerate Seagate’s growth strategy in the expanding consumer storage market, particularly in Europe and Japan, and add strong engineering and software development capabilities, as well as relationships with several key retailers.
The transaction is expected to be neutral to Seagate’s fiscal 2013 earnings per share.
Morgan Stanley & Co. LLC served as financial advisor and Allen & Overy LLP served as legal advisor to Seagate in connection with the transaction. De Pardieu Brocas Maffei A.A.R.P.I. served as legal advisor to LaCie.
Seagate has offered Mr. Spruch and his affiliate €4.05 per share in cash, minus a potential adjustment depending on the cash and debt position of LaCie at closing. This price may be increased by a possible price supplement of 3% in the event that the threshold of 95% of the shares and voting rights of LaCie would be reached by Seagate within 6 months following closing, resulting in a maximum potential price per LaCie share of €4.17. Without the price supplement, the offer currently values LaCie at an approximate €146 million, or $186 million total equity value, including acquired net cash of approximately €49 million, or $65 million, as of March 31, 2012. The €4.05 per share price represents a premium of 29% to LaCie’s average closing stock price over the 30 trading days ended May 22, 2012.
Ricol Lasteyrie & Associés was appointed today as independent expert by the board of directors of LaCie, to deliver a fairness opinion on the price that would be offered in the context of the tender offer, including in the perspective of a potential squeeze-out procedure.
The transaction would combine two highly complementary product and technology portfolios, adding LaCie’s line of premium branded consumer storage solutions, network-attached storage solutions and software offerings to Seagate’s array of mainstream consumer storage products. The combination would accelerate Seagate’s growth strategy in the expanding consumer storage market, particularly in Europe and Japan, and add strong engineering and software development capabilities, as well as relationships with several key retailers.
The transaction is expected to be neutral to Seagate’s fiscal 2013 earnings per share.
Morgan Stanley & Co. LLC served as financial advisor and Allen & Overy LLP served as legal advisor to Seagate in connection with the transaction. De Pardieu Brocas Maffei A.A.R.P.I. served as legal advisor to LaCie.
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