TheChek News Flow

Globes: Teva likely to oppose Mylan's bid to take over Perrigo
2015-08-18 20:46:46.975 GMT

http://www.globes.co.il/en/article-teva-likely-to-oppose-mylans-bid-to-take-over-perrigo-1001062310

PageExcerpt:
On Friday August 28, Mylan Pharmaceutical's shareholders will assemble to decide the future of the company's bid to acquire Perrigo Company (NYSE:PRGO; TASE:PRGO). Mylan is trying to take over Perrigo in a $30 billion deal opposed by Perrigo's board ...

BFW 08/18 22:12 Seagate to Buy Dot Hill Systems for $9.75/Shr in Cash
BN 08/18 22:01 *SEAGATE SEES FUNDING DEAL WITH EXISTING CASH BALANCES
BN 08/18 22:01 *SEAGATE SAYS DEAL NOT SUBJECT TO ANY FINANCING CONDITIONS
BN 08/18 22:01 *DOT HILL HAS $49M CASH AS OF JUNE 30, '15
BN 08/18 22:00 *SEAGATE TECHNOLOGY SEES DEAL ADDING TO NON-GAAP EARNINGS FY16
BN 08/18 22:00 *SEAGATE TECHNOLOGY SEES DEAL ADDING TO NON-GAAP EARNINGS IN
BFW 08/18 22:00 *SEAGATE TECH TO BUY DOT HILL SYSTEMS FOR $9.75/SHR IN CASH
BN 08/18 22:00 *SEAGATE DEAL VALUED AT ABOUT $694M ON A EQUITY VALUE BASIS
BN 08/18 22:00 *SEAGATE ALL-CASH TRANSACTION VALUED AT $9.75/SHR
BN 08/18 22:00 *SEAGATE TECH TO BUY DOT HILL SYSTEMS

Seagate Technology to Acquire Dot Hill Systems
2015-08-18 22:00:00.123 GMT

Seagate Technology to Acquire Dot Hill Systems

Dot Hill’s Portfolio Will Complement and Expand Seagate’s Storage Systems
Offerings

Business Wire

CUPERTINO, Calif. & LONGMONT, Colo. -- August 18, 2015

Seagate Technology plc (NASDAQ:STX), a world leader in storage solutions, and
Dot Hill Systems Corp. (NASDAQ: HILL), a trusted supplier of innovative
software and hardware storage systems, today announced that they have entered
into a definitive agreement under which a wholly-owned indirect subsidiary of
Seagate will commence a tender offer for all of the outstanding shares of Dot
Hill in an all-cash transaction valued at $9.75 per share, or a total of
approximately $694 million on a fully-diluted equity value basis. As Dot Hill
has approximately $49 million in cash on its balance sheet as of June 30,
2015, the transaction reflects an enterprise value of approximately $645
million. The consideration represents a 50% premium over the preceding three
month stock price average.

Dot Hill’s external storage array-based systems and software products will
complement and expand Seagate’s storage systems offerings and be offered as
part of Seagate’s Cloud Systems and Electronics Solutions business. Seagate
will leverage Dot Hill’s storage technology IP portfolio and software
capabilities to drive innovation and provide incremental value to their
combined OEM customer base.

“Dot Hill’s innovative storage systems and IP portfolio are a strategic
addition to our storage technology portfolio, enabling us to accelerate the
growth of Seagate’s OEM-focused cloud storage system and solutions business,”
said Phil Brace, President of Cloud Systems and Electronics Solutions at
Seagate. “We are focused on providing the highest quality storage systems for
our OEM customers and Dot Hill’s storage solutions will enable us to advance
our strategic efforts. We look forward to welcoming Dot Hill’s strong team,
which has proven experience in developing and delivering best-in-class storage
solutions that are trusted by the world’s leading IT manufacturers and their
channel partners, and we expect the transaction to be accretive to non-GAAP
earnings in fiscal 2016.”

“Seagate has a strong reputation in enterprise storage and is focused on
building out its best-in-class storage system capabilities, making them the
right home for the talented Dot Hill team,” said Dana Kammersgard, Chief
Executive Officer of Dot Hill. “Dot Hill’s customers will benefit from
leveraging Seagate’s leading technology and infrastructure to accelerate the
delivery of advanced solutions.”

The transaction has been unanimously approved by Dot Hill’s Board of Directors
and the consummation of the tender offer is subject to customary closing
conditions, including a minimum tender of a majority of outstanding Dot Hill
shares, the expiration or termination of any applicable waiting periods under
applicable competition laws, and other customary conditions. Following the
successful completion of the tender offer, Seagate will acquire all remaining
shares not tendered in the tender offer through a second-step merger at the
same price as to be paid to stockholders tendering their shares in the tender
offer. The transaction is currently expected to close during the fourth
calendar quarter of 2015, subject to the satisfaction of customary closing
conditions and the receipt of certain regulatory approvals, including those
required by the Hart-Scott-Rodino Antitrust Improvements Act. Seagate expects
to finance the transaction from existing cash balances and the transaction is
not subject to any financing conditions.

Perella Weinberg Partners served as financial advisor and Wilson Sonsini
Goodrich & Rosati served as primary legal advisor to Seagate in connection
with the transaction. Morgan Stanley & Co. LLC and Needham & Company, LLC
served as financial advisors and Cooley LLP served as legal advisor to Dot
Hill.

About Seagate Technology

Seagate creates space for the human experience by innovating how data is
stored, shared and used.

About Dot Hill Systems

Leveraging its proprietary AssuredSAN family of hybrid storage solutions with
RealStor, the next generation real-time storage operating system, Dot Hill
solves today's storage workload challenges created by the Internet of Things
and third platform technologies. In today's interconnected world, Dot Hill
storage solutions support people accessing information, and machines
collecting sensor data, all in real time. Dot Hill's solutions combine
innovative intelligent software with the industry's most flexible and
extensive hardware platform and simplified management to deliver best-in-class
solutions. Headquartered in Longmont, Colo., Dot Hill has offices and/or
representatives in the United States, Europe, and Asia. For more information,
contact Dot Hill at http://www.dothill.com/ or @Dot_Hill.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
are based on information available to Seagate as of the date of this press
release. Current expectations, forecasts and assumptions involve a number of
risks, uncertainties, and other factors that could cause actual results to
differ materially from those anticipated by these forward-looking statements.
Such risks, uncertainties, and other factors may be beyond Seagate’s control.
In particular, such statements include anticipated benefits of the Dot Hill
acquisition and Seagate’s expectation that the Dot Hill acquisition will be
accretive to non-GAAP earnings. The following factors, among others, could
cause actual results to vary from the forward-looking statements: the ability
of the parties to satisfy the conditions precedent and consummate the proposed
merger, the timing of consummation of the proposed merger, the ability of the
parties to secure any required shareholder approvals in a timely manner or on
the terms desired or anticipated, the ability to achieve anticipated benefits
and savings, risks related to disruption of management’s attention due to the
pending merger, operating results and businesses generally, the outcome of any
legal proceedings related to the proposed merger and the general risk
associated with the respective businesses of Seagate and Dot Hill, including
the general volatility of the capital markets, terms and deployment of
capital, volatility of Seagate and Dot Hill share prices, changes in the data
storage industry, interest rates or the general economy, underperformance of
Seagate’s and Dot Hill’s assets and investments and decreased ability to raise
funds and the degree and nature of Seagate’s and Dot Hill’s competition.
Additional information concerning risks, uncertainties and other factors that
could cause results to differ materially from those projected in the
forward-looking statements is contained in Seagate’s Report on Form 10-K filed
with the U.S. Securities and Exchange Commission on August 12, 2015, the “Risk
Factors” section of which is incorporated into this document by reference and
other documents filed with or furnished to the Securities and Exchange
Commission. These forward-looking statements should not be relied upon as
representing Seagate’s views as of any subsequent date and Seagate undertakes
no obligation to update forward-looking statements to reflect events or
circumstances after the date they were made.

About the Tender Offer

THE PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO
BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES OF DOT HILL COMMON
STOCK. THE TENDER OFFER DESCRIBED IN THIS DOCUMENT HAS NOT YET COMMENCED.

At the time the offer is commenced, a wholly-owned indirect subsidiary of
Seagate will file a Tender Offer Statement on Schedule TO with the United
States Securities and Exchange Commission (“SEC”), and Dot Hill will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
tender offer.

The Offer to Purchase, the related Letter of Transmittal and certain other
offer documents, as well as the Solicitation/Recommendation Statement, will be
made available to all stockholders of Dot Hill at no expense to them. The
Tender Offer Statement and the Solicitation/Recommendation Statement will be
available without charge at the SEC’s web site, at http://www.sec.gov. Free
copies of these materials and certain other offering documents will be sent to
Dot Hill’s stockholders by the information agent for the offer.

DOT HILL STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER
MATERIALS (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND
CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT,
INCLUDING ALL AMENDMENTS TO THOSE MATERIALS. SUCH DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION, WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE TENDER OFFER.

View source version on businesswire.com:
http://www.businesswire.com/news/home/20150818006615/en/

Contact:

Seagate
Media Relations Contact:
Michael Busselen, 408-658-1887
michael.busselen@seagate.com
or
Dot Hill
Hanif Jamal, 303-845-3377
SVP and CFO
hanif.jamal@dothill.com

-0- Aug/18/2015 22:00 GMT

Why saying 'yes' to the Iran deal is safer than 'no'
2015-08-18 15:39:15.232 GMT

Jon Greenwald

    (Haaretz) -- Americans are divided over whether or not to accept the deal
with Iran regarding its nuclear program. The numbers – deep cuts in enriched
uranium stocks and centrifuges – and the most intrusive inspection regime ever
make the deal look good. But even those who believe it defuses the Middle
East's literally most explosive situation for nearly a generation – a
world-politics eternity – must acknowledge that many Americans are
dissatisfied.
     Though the lock-step in which Republicans approach it might suggest
otherwise, the national security stakes are so high that opposition should not
be dismissed as partisan politics or personal ambition. Some significant
Democrats also oppose their party's president on this. Then there's Israel's
opposition to the deal. While the United States is Israel’s consistent friend
and supporter, one must understand that Americans do not reflexively
substitute an Israeli political leader’s judgment for their own on such a
grave matter.
     Many worry Iran will have more resources to pursue dangerous policies,
but the bipartisan consensus was always that preventing a possible bomb was
the objective, and it is very late to move goalposts. The United States can
meet conventional, asymmetrical or terrorist threats resulting from
disagreement with Iran more freely with the nuclear issue off the table.
     How one assesses today's Iran goes far toward determining one's view.
Those who agree with New York Times columnist David Brooks that "Iran is a
fanatical, hegemonic, hate-filled regime," essentially unchanged from 35 years
ago when it held American diplomats hostage, are skeptical. Those who agree
with the Economist special edition that last fall concluded Iran was becoming
a "mature and modern" state, with few operational traces of its old
ideological fervor, are inclined toward optimism.
     In either case, however, crisis diplomacy is about compromise with
troublesome states, hard-eyed mutual interest and tough verification, not
trust.
     What remains is the opponents' basic argument: that the deal is imperfect
and a better one is still possible. U.S. President Barack Obama exaggerates
when he says opponents are silent about how they would achieve this. They
offer two alternatives. A distinct minority implies there is a military
answer, but most agree with deal supporters that war is unnecessary and
undesirable. They claim more of the economic and political pressure that
brought Iran to the table would force more concessions.
     The existing deal is not perfect. A longer timeline for restraints on the
nuclear program or renunciation of enrichment would have been ideal, but
diplomacy is not about perfection: concessions must be made to obtain
concessions. 
     To turn down the deal is more dangerous than moving forward with it
because this was not a bilateral American negotiation with Iran. It was an
Iran-and-the-world negotiation, with all five permanent members of the UN
Security Council and Germany representing the latter. The overwhelming global
majority considers the deal fair and good. The United Nations Security Council
welcomed it unanimously. 
     The operational crux is that if the United States walks away and tries to
apply additional pressure to get Iran to say the diplomatic equivalent of
"uncle," most of the world, including Europe and rising powers like India and
South Korea, not to mention Russia and China, will not follow it. They will
blame Washington for breaking the deal; the sanctions regime will crumble, and
Iran will achieve much of the economic relief it seeks and be freed to pursue
its nuclear program with none of the restraints it accepted.
     The U.S. can maintain its sanctions, but without multilateral
coordination they would be less effective. If it punished third countries for
dealing with Iran, it would risk their willingness to continue to accept the
U.S. financial hegemony that the dollar's global reserve currency status has
buttressed since World War II.
     If implemented, the deal may eventually allow the United States and Iran
to cautiously explore additional areas, such as Iraq and Afghanistan, where
there may be sufficient mutual interest for more cooperation. But no one can
be certain.
     In 15 years, when many of the restraints come off, Iran may be a state in
which a population, 60 percent of which is today under age 35, has compelled
pragmatic changes in its approach to the wider world. But no one can
confidently predict 2030.
     The question Congress and the American people must answer is more
immediate. Is the country safer if it sticks with this deal, in harmony with
most of the world, tries to make it work, and retains good prospects to lead a
strong coalition if Iran ultimately goes for a bomb? Or should it stand nearly
alone, diplomacy in tatters, while Iran gains great political and economic
benefits and freedom of action as the internationally-regarded reasonable and
aggrieved party?
     Jon Greenwald is vice president (research and publications) of the
International Crisis Group, a leading conflict prevention organization, and a
retired senior U.S. diplomat.
     -0- Aug/18/2015 15:39 GMT

BN 08/18 14:43 *STRABAG INTERESTED IN TAKING OVER IMTECH: HANDELSBLATT

Strabag, Porr, Vinci Eye Imtech German Units, Handelsblatt Says
2015-08-18 14:58:24.494 GMT


By Boris Groendahl
(Bloomberg) -- Austrian builders Strabag, Porr, and
France’s Vinci are interested in buying Imtech’s German
operations, Handelsblatt reports without saying where it got the
information.

* NOTE: Aug. 13, Imtech Declared Bankrupt by Rotterdam Court


For Related News and Information:
First Word scrolling panel: FIRST<GO>
First Word newswire: NH BFW<GO>

To contact the reporter on this story:
Boris Groendahl in Vienna at +43-1-513-2660-12 or
bgroendahl@bloomberg.net
To contact the editors responsible for this story:
Patrick Henry at +44-20-3525-8379 or
phenry8@bloomberg.net
Gaurav Panchal

BN 08/18 14:50 *SHIRE MUST RAISE ALL-STOCK BID, GIVEN SHARE DECLINE, SASS SAYS
BN 08/18 14:50 *SHIRE-BAXALTA DEAL MUST BE FRIENDLY TO GET DONE, SASS SAYS
BN 08/18 14:50 *MARTIN SASS, CEO OF M.D. SASS, SPEAKS IN PHONE INTERVIEW

*INVESTOR IN SHIRE AND BAXALTA SUPPORTS BID UP TO $50/SHARE
2015-08-18 14:50:36.566 GMT

--MAKIKO KITAMURA

-0- Aug/18/2015 14:50 GMT