Seagate Technology Holdings plc Announces Strategic Acquisition of Intevac, Inc.

The acquisition deal involves Seagate launching an all-cash tender offer for all outstanding shares of Intevac, a leader in thin-film processing systems mainly for the hard disk drive (HDD) industry. The tender offer is set to commence promptly, and it is subject to customary closing conditions, including a minimum tender condition of at least one share more than 50% of Intevac's issued and outstanding shares.

Intevac's Board of Directors has unanimously approved the transaction and is encouraging stockholders to tender their shares. This acquisition is not merely a financial maneuver; it also promises strategic synergies, as Intevac’s technology aligns closely with Seagate’s core business in data storage.

In connection with the closing of the transaction, Intevac will pay a one-time special dividend of $0.052 per share. This dividend is expected to be distributed around the time of the deal's closure. Additionally, Intevac’s Board has declared a regular quarterly dividend of $0.05 per share, scheduled for payment on March 13, 2025, to stockholders of record as of February 28, 2025.

Overall, the combined value delivered to Intevac’s stockholders amounts to $4.052 per share, or $4.102 per share when including the regular quarterly dividend. This represents a remarkable 45% premium over Intevac’s closing price of $2.83 on December 11, 2024, just before the company announced its renewed focus on pursuing strategic options. The offer also reflects a premium of approximately 21% over Intevac’s closing price of $3.38 on February 12, 2025. The total value of the transaction, including both dividends, is estimated at around $119 million.

The transaction is anticipated to close in late March or early April 2025, pending the satisfaction of customary closing conditions. Seagate has indicated that it expects the acquisition to be accretive to its non-GAAP earnings per share (EPS) over the long term while having minimal impact on non-GAAP EPS in the short term.

This acquisition comes at a time when Intevac is poised to enhance its technology offerings, particularly in heat-assisted magnetic recording (HAMR) media, which is crucial for the HDD industry. Intevac's established relationships with HDD manufacturers will likely provide Seagate with vital insights and capabilities as they continue to innovate in the data storage market.

Two of Intevac's largest stockholders, Palogic Value Fund, L.P. and Bleichroeder LP, who collectively hold about 22% of Intevac’s outstanding shares, have entered into agreements to support the transaction. This endorsement from significant investors is a positive indicator of the deal’s acceptance among the broader stockholder base.

Intevac has engaged Houlihan Lokey as its financial advisor and Wilson Sonsini Goodrich & Rosati as its legal advisor. On the other hand, Seagate has enlisted Wachtell, Lipton, Rosen & Katz as its legal advisor for this transaction.

As Seagate moves forward with its acquisition of Intevac, the transaction marks a pivotal moment in the company’s growth strategy, aiming to bolster its technological edge in the competitive data storage arena. The merger not only positions Seagate for future innovations but also highlights the ongoing consolidation trend within the tech industry. Stakeholders and market watchers will be keenly observing how this acquisition unfolds and the impact it will have on Seagate’s market performance in the coming quarters.

For more information about Seagate, visit www.seagate.com, and for details on Intevac, visit www.intevac.com.