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Seagate all set to acquire controlling interest in LaCie

Seagate and Lacie S.A have announced an exclusive agreement with the intent for Seagate to acquire a controlling interest in LaCie. Seagate has offered to purchase from Philippe Spruch, LaCie’s chairman and CEO, and his affiliate, all of their shares, representing 64.5% of the outstanding shares of LaCie. Following receipt of governmental approvals 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 General Regulation of the French Autorité des Marchés Financiers (AMF).
Seagate has offered 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.
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 transaction is expected to be neutral to Seagate’s fiscal 2013 earnings per share.
Following the close of the sale of his shares to Seagate, Spruch would join Seagate and lead the company’s consumer storage products organization.
LaCie will initiate the information and consultation process required by its employee representative council in relation to the contemplated transaction, in accordance with French law. Upon completion of this process, Seagate and Spruch would execute a definitive share purchase agreement and finalize the purchase of the controlling interest held by  Spruch and his affiliate.
 The transaction is subject to regulatory approval in the United States (antitrust filing), France (approval of foreign investments by the Ministry of Finance) and other jurisdictions (antitrust filing in Germany) and to other customary closing conditions.
Morgan Stanley & Co. LLC served as financial advisor and Allen & Overy LLP served as legal advisor to Seagate in connection with the transaction. De Pardieu Brocas Maffei A.A.R.P.I served as legal advisor to LaCie.

26-May-2012 06:35:00
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