M&A - Seagate Technology Holdings plc
Form Type: CORRESP
Filing Date: 2025-03-19
Corporate Action: Acquisition
Type: Update
Accession Number: 000114036125009463
Filing Summary: On March 19, 2025, Seagate Technology Holdings plc responded to a comment letter from the SEC regarding their Schedule TO-T filing made on March 3, 2025, concerning a proposed acquisition of Intevac. The response clarifies why Rule 13e-3, which addresses going-private transactions, should not apply to their offer and merger, asserting that the filing entities do not control Intevac and thus are not considered affiliates. Seagate emphasizes that their relationship with Intevac, defined primarily by an Equipment and Supply Agreement, is arm's-length and does not grant them control over Intevac's management. The response details the independence of Intevac's Board and management from Seagate and outlines the steps taken during negotiations to ensure that there is no opportunity for abuse or coercion. Furthermore, it highlights that the merger will be contingent on the approval of Intevac's unaffiliated stockholders, ensuring their interests are protected throughout the process.
Additional details:
Staff Comment Number: 1
Legal Analysis: Provided a detailed legal analysis regarding the applicability of Rule 13e-3, asserting that the Offer and the Merger are not a going-private transaction.
Staff Comment Number: 2
Revised Disclosure Details: Revised disclosures on various pages of the Offer to Purchase concerning Company Options, RSUs, and PRSUs subject to Support Agreements.
Staff Comment Number: 3
Summary Term Sheet Disclosure: Revised disclosures to ensure complete descriptions of the Merger Agreement and other related agreements.
Staff Comment Number: 4
Dividends And Distributions Adjustments: Described adjustments to Company Options, Company RSUs, Company PRSUs, and purchase rights under the Company ESPP to account for the payment of the Special Dividend.
Staff Comment Number: 5
Conditions To Offer Notification: Clarified that Purchaser will notify Intevac's stockholders promptly regarding any waived conditions or termination of the Offer.
Staff Comment Number: 6
Jurisdictional Disclosure Revision: Revised language to comply with laws concerning the acceptance of tenders from eligible holders.
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