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(1) 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 Autorite des Marches Financiers (AMF).
Seagate has offered Mr. Spruch and his affiliate EUR4.05 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 EUR4.17. Without the price supplement, the offer currently values LaCie at an approximate EUR146 million, or $186 million total equity value, including acquired net cash of approximately EUR49 million, or $65 million, as of March 31, 2012. The EUR4.05 per share price represents a premium of 29% to LaCie's average closing stock price over the 30 trading days ended May 22, 2012.
"Seagate has a strong commitment to the growing consumer storage market and bringing the most dynamic products to market. LaCie has built an exceptional consumer brand by delivering exciting and innovative high-end products for many years. This transaction would bring a highly complementary set of capabilities to Seagate, significantly expand our consumer product offerings, add a premium-branded direct-attached storage line, strengthen our network-attached storage business line and enhance our capabilities in software development," said Steve Luczo, Seagate chairman, president and CEO. "We are also excited that Philippe, who is a true visionary and leader in the consumer storage business, would join Seagate to run our consumer storage products organization."