by Anton Shilov
05/23/2012 | 12:10 PM
Seagate Technology, a leading maker of hard disk drives, and LaCie, a manufacturer of consumer storage products, today announced an exclusive agreement with the intent for Seagate to acquire a controlling interest in LaCie. For around $186 in cash, Seagate will get one of the most popular maker of external hard drives and will ensure that going forward only its hard drives will be used inside LaCia-branded products.
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.
Seagate has offered to purchase from Philippe Spruch, LaCie’s chairman and chief exec, 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 French regulations.
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.
Following the close of the sale of his shares to Seagate, Mr. Spruch would join Seagate and lead the company’s consumer storage products organization. Reporting to him would be Patrick Connolly, who currently serves as vice president and general manager of Seagate’s retail group, as well as Pierre van der Elst, who currently serves as deputy general manager of LaCie.
The transaction is expected to be neutral to Seagate’s fiscal 2013 earnings per share.
“Seagate has a strong commitment to the growing consumer storage market and bringing the most dynamic products to market. LaCie has built an exceptional consumer brand by delivering exciting and innovative high-end products for many years. This transaction would bring a highly complementary set of capabilities to Seagate, significantly expand our consumer product offerings, add a premium-branded direct-attached storage line, strengthen our network-attached storage business line and enhance our capabilities in software development. We are also excited that Philippe, who is a true visionary and leader in the consumer storage business, would join Seagate to run our consumer storage products organization," said Steve Luczo, Seagate chairman, president and chief executive officer.
The transaction is subject to regulatory approval in the United States (antitrust filing), France (approval of foreign investments by the ministry of dinance) and other jurisdictions (antitrust filing in Germany) and to other customary closing conditions.