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
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
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