Seagate Technology (a leading innovator of mass-capacity data storage) and Intevac (a supplier of thin-film processing systems) announced that Seagate has entered into a definitive agreement to acquire Intevac in an all-cash transaction for $4 per share.
In connection with the closing of the deal, Intevac will pay a one-time special dividend of $0.052 per share. The payment of the special dividend is expected to happen on or about the closing of the deal. Separately, Intevac’s Board of Directors 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.
This deal 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. And this represents a premium of 45% to Intevac’s closing price of $2.83 per share on December 11, 2024, one day prior to Intevac’s announcement that it had renewed its focus on pursuing strategic options, a premium of approximately 21% to Intevac’s closing price of $3.38 per share on February 12, 2025 and an aggregate value of approximately $119 million including both dividends.
This definitive agreement allows Seagate to launch an all-cash tender offer for all of Intevac’s outstanding shares for $4 per share in cash, to be commenced as promptly as reasonably practicable. And 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 deal and recommended that all stockholders tender their shares in the offer. Along with 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 deal is expected to close in late March or early April 2025, subject to the satisfaction of customary closing conditions.
Houlihan Lokey is serving as financial advisor to Intevac and Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal advisor to Intevac. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Seagate.
