Tender Offer - INTEVAC INC
Form Type: SC 14D9/A
Filing Date: 2025-03-19
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125009471
Filing Summary: Intevac, Inc. files an amendment to its Schedule 14D-9, initially filed on March 3, 2025, providing updates related to a cash tender offer initiated by Seagate Technology Holdings plc for Intevac's common stock. The amendment addresses three lawsuits filed by stockholders alleging violations pertaining to the Offer, including negligent misrepresentation. The filing emphasizes that Intevac believes the lawsuits are without merit and that all material information has been disclosed. To mitigate the potential delay or expenses from litigation, Intevac offers supplemental disclosures regarding the proposed transactions. Key amendments include detailed descriptions of the merger agreement, confidentiality agreements, and arrangements with supporting stockholders who agreed to tender shares in the offer. Additionally, the responses from Houlihan Lokey, the financial advisor, on analyses and opinions regarding the fairness of the offer are presented. Intevac's management forecasts suggest potential growth assumptions underpinning the offer's valuation.
Additional details:
Name Of Subject Company: Intevac, Inc.
Name Of Persons Filing Statement: Intevac, Inc.
Title Of Class Of Securities: Common Stock
Cusip Number Of Class Of Securities: 461148108
Authorized Person Name: Nigel Hunton
Authorized Person Title: President and Chief Executive Officer
Authorized Person Address: 3560 Bassett Street, Santa Clara, California 95054
Authorized Person Phone: (408) 986-9888
Form Type: SC TO-T/A
Filing Date: 2025-03-19
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125009462
Filing Summary: This document is an amended tender offer statement related to Intevac, Inc. (the 'Company') filed by Irvine Acquisition Holdings, Inc. (the 'Purchaser'), a wholly owned subsidiary of Seagate Technology Holdings plc. The amendment updates the information pertaining to the offer to purchase all outstanding shares of Intevac's common stock at a purchase price of $4.00 per share in cash. The amendment incorporates details from the initial offer and includes various clauses regarding the Company’s options and agreements. It elaborates on stockholder litigation, additional disclosures made to moot legal risks, and outlines provisions regarding a special dividend that is set to be paid on March 28, 2025. Furthermore, it specifies the background and purpose of the transaction, including the intent not to subject the offer to any financing conditions, and addresses regulatory compliance for the offer in different jurisdictions.
Additional details:
Title Of Class Of Securities: Common stock, par value $0.001 per share
Cusip Number: 461148108
Offer Price Per Share: $4.00
Special Dividend Record Date: March 24, 2025
Special Dividend Payment Date: March 28, 2025
Lawsuit Details: Three lawsuits filed by purported stockholders of Intevac related to the Offer.
Form Type: SC 14D9/A
Filing Date: 2025-03-14
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125008842
Filing Summary: This document is an amendment to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Intevac, Inc. regarding a cash tender offer initiated by Seagate Technology Holdings plc. The amendment provides updated information concerning three lawsuits filed by purported stockholders of Intevac in connection with the tender offer, alleging incomplete and misleading information in the earlier filings concerning Intevac's financial data and potential conflicts of interest. The document also details a press release regarding a special dividend with a record date of March 24, 2025, and a payment date of March 28, 2025, which was announced on March 14, 2025. Additionally, it lists new exhibits related to employee equity award notices and stock tendering notices issued on the same date.
Additional details:
Item 8 Additional Information: Three lawsuits filed by purported stockholders regarding the tender offer.
Press Release Date: 2025-03-14
Special Dividend Record Date: 2025-03-24
Special Dividend Payment Date: 2025-03-28
Form Type: SC TO-T/A
Filing Date: 2025-03-14
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125008830
Filing Summary: On March 14, 2025, Intevac, Inc. filed an amendment to its Tender Offer Statement, initially submitted on March 3, 2025. This amendment includes updates about the tender offer by Irvine Acquisition Holdings, Inc., an indirect wholly owned subsidiary of Seagate Technology Holdings plc, to acquire all outstanding shares of Intevac's common stock at a purchase price of $4.00 per share in cash. Notably, Intevac will pay a special dividend to shareholders on record as of March 14, 2025, scheduled for distribution on March 28, 2025. The document also addresses ongoing legal issues, detailing litigation initiated by shareholders concerning the offer and merger, alleging that the disclosures were materially incomplete and misleading regarding Intevac's financial prospects and the analyses done by the financial advisors. The filings express no certainty regarding the outcomes of these legal claims, along with an acknowledgment of the potential for further legal actions. Furthermore, the filing reiterates the terms and conditions stated in the initial offer, along with the continued incorporation of terms from prior documents.
Additional details:
Tender Offer Price: 4.00
Special Dividend Record Date: 2025-03-14
Special Dividend Payment Date: 2025-03-28
Form Type: SC 14D9
Filing Date: 2025-03-03
Corporate Action: Tender-offer
Type: New
Accession Number: 000114036125006669
Filing Summary: Intevac, Inc. is involved in a tender offer initiated by Irvine Acquisition Holdings, Inc., a wholly owned subsidiary of Seagate Technology Holdings plc, to acquire all outstanding shares of Intevac's common stock at a price of $4.00 per share in cash. This follows an acquisition agreement signed on February 13, 2025, where Seagate will merge with Intevac after the successful completion of the offer. The document elaborates on shareholders' rights, with Intevac set to pay a quarterly dividend of $0.05 and a one-time special dividend of $0.052, and details on the treatment of Intevac's equity awards. The offer is subject to various conditions, such as obtaining at least 50% of shares and the compliance with legal regulations. Additionally, Seagate may require Intevac to facilitate a stockholder meeting under certain circumstances. The tender offer is set to expire on March 28, 2025, unless extended under specific conditions.
Additional details:
Tender Offer Price: 4.00
Quarterly Dividend: 0.05
Special Dividend: 0.052
Merger Agreement Date: 2025-02-13
Offer Expiration Date: 2025-03-28
Minimum Condition: Ownership of validly tendered shares exceeding 50% of total outstanding shares.
Form Type: SC TO-T
Filing Date: 2025-03-03
Corporate Action: Tender-offer
Type: New
Accession Number: 000114036125006617
Filing Summary: Irvine Acquisition Holdings, Inc., a subsidiary of Seagate Technology Holdings plc, is conducting a tender offer for all outstanding shares of Intevac, Inc. at a cash price of $4.00 per share. The offer, announced on March 3, 2025, is intended to facilitate the acquisition of Intevac by Seagate. The filing includes particulars about the tender offer procedure and additional terms regarding the shares, including a detailed breakdown of the offer's purpose and the strategic rationale behind the transaction. The document incorporates information from the Offer to Purchase and related exhibits, ensuring transparency on funding sources and conditions applicable to the transaction. This offer is characterized as a third-party tender offer subject to Rule 14d-1, with conditions specified in the document relating to regulatory compliance and corporate governance.
Additional details:
Offeror: Irvine Acquisition Holdings, Inc.
Parent Company: Seagate Technology Holdings plc
Tender Offer Price: $4.00
Subject Company: Intevac, Inc.
Cusip Number: 461148108
Contact Name: James C. Lee
Contact Title: Senior Vice President, Chief Legal Officer, and Corporate Secretary
Contact Address: 121 Woodlands Avenue 5, Singapore
Contact Phone: (65) 6018-2562
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