Intevac, Inc. (Nasdaq: IVAC) (“Intevac”), a supplier of
thin-film processing systems, today announced that a one-time
special cash dividend of $0.052 per share of common stock will be
paid on March 28, 2025, to all stockholders of record as of the
close of business on March 24, 2025.
The one-time special cash dividend is being paid in connection
with the proposed acquisition of Intevac by Seagate Technology
Holdings plc (“Seagate”). Seagate has commenced a tender offer (the
“Offer”) to acquire all of Intevac’s outstanding common stock for
$4.00 per share in cash. The tender offer is scheduled to expire at
one minute after 11:59 p.m., Eastern Time, on March 28, 2025.
Intevac’s Board of Directors unanimously recommends that all
stockholders tender their shares in the Offer. Tendering shares
into the Offer will not impair a stockholder’s right to receive the
one-time special cash dividend.
About Intevac, Inc.
Founded in 1991, we are a leading provider of thin-film process
technology and manufacturing platforms for high-volume
manufacturing environments. With over 30 years of leadership in
designing, developing, and manufacturing high-productivity,
thin-film processing systems, we deploy our materials science
expertise primarily to the hard disk drive (HDD) industry. Our
industry-leading 200 Lean® platform is our flagship system,
supporting HDD disk media production, including the industry’s most
advanced, leading-edge, heat-assisted magnetic recording (HAMR)
media. The majority of Intevac’s HDD business for the last several
years has been focused on enabling the upgrades of the installed
base of worldwide media capacity in close partnership with our HDD
customers, thus enabling their technology roadmaps. For more
information call 408-986-9888 or visit the Company's website at
www.Intevac.com.
Additional Information and Where to Find It
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Intevac, Inc. (“Intevac”). On March 3, 2025, in
connection with the proposed acquisition (the “Transaction”) of
Intevac by Seagate Technology Holdings plc (“Seagate”), Irvine
Acquisition Holdings, Inc. (“Bidder”) commenced a tender offer for
all of the outstanding shares of Intevac. On March 3, 2025, Bidder
filed with the U.S. Securities and Exchange Commission (the “SEC”)
tender offer materials on Schedule TO with the SEC, and Intevac
filed a Solicitation/Recommendation Statement on Schedule 14D-9
with the SEC with respect to the tender offer. The offer to
purchase shares of Intevac is being made only pursuant to the Offer
to Purchase, the Letter of Transmittal and related documents filed
as part of the Schedule TO. Under certain circumstances described
in the definitive Transaction documents, Seagate may determine
instead to terminate or withdraw the offer and effect the
Transaction through a merger only, in which case the relevant
documents to be filed with the SEC will include a proxy statement
for the solicitation of votes of Intevac stockholders to approve
the merger. THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO
PURCHASE, AS MAY BE AMENDED, THE RELATED LETTER OF TRANSMITTAL AND
CERTAIN OTHER TENDER OFFER DOCUMENTS), THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS MAY BE
AMENDED, AND, IF APPLICABLE, THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED BY SEAGATE, INTEVAC, OR BIDDER CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED
BY INTEVAC’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT
TO THE TENDER OFFER, OR IF APPLICABLE, VOTING ON THE TRANSACTION. A
free copy of these materials is available to Intevac’s stockholders
by visiting Intevac’s website
(https://ir.intevac.com/websites/intevac/English/3100/us-sec-filings.html).
In addition, these materials (and all other documents filed by
Seagate, Intevac, and Bidder with the SEC) are available at no
charge on the SEC’s website (www.sec.gov).
If the tender offer is terminated and the Transaction is to be
effected by merger only, in which case, the approval of Intevac
stockholders must be obtained, Seagate, Intevac and their
respective directors and executive officers may be deemed to be
participants in any such solicitation of proxies from Intevac’s
stockholders in connection with the Transaction. Information
regarding Seagate’s directors and executive officers is available
in its most recent proxy statement that was filed with the SEC (and
is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/1137789/000113778924000085/stx-20240903.htm).
Information regarding Intevac’s directors and executive officers is
available in its most recent proxy statement that was filed with
the SEC (and is available at
https://www.sec.gov/Archives/edgar/data/1001902/000119312524091334/d719495ddef14a.htm).
Other information regarding potential participants in any such
proxy solicitation will be contained in any proxy statement filed
in connection with the Transaction.
Forward-Looking Statements
This communication contains forward-looking statements that
involve a number of risks, uncertainties and other factors relating
to future events and the future performance of Intevac and Seagate,
including regarding: (i) the Transaction; (ii) the anticipated
occurrence, manner and timing of the tender offer, (iii) the
expected timing of the closing of the Transaction; (iv)
considerations taken into account in approving and entering into
the Transaction; (v) the anticipated benefits to, or impact of, the
Transaction on Intevac’s and Seagate’s respective businesses; and
(vi) expectations for Intevac and Seagate following the closing of
the Transaction. There can be no assurance that the Transaction
will be consummated.
Actual events or results may differ materially from these
forward-looking statements. Words such as “anticipate,” “expect,”
“intend,” “plan,” “propose,” “provide,” “believe,” “seek,”
“estimate,” variations of such words, and similar expressions are
intended to identify such forward-looking statements, although not
all forward-looking statements contain these identifying words.
Risks and uncertainties that could cause actual results to differ
materially from those indicated in the forward-looking statements,
in addition to those identified above, include: (i) the possibility
that the conditions to the closing of the Transaction are not
satisfied or waived; (ii) uncertainties as to how many of Intevac’s
stockholders will tender their stock; (iii) the possibility that
competing offers will be made; (iv) the occurrence of any event,
change or other circumstance that could give rise to a right to
terminate the Transaction; (v) possible disruption related to the
Transaction to Intevac’s and Seagate’s current plans, operations
and business relationships, including through the loss of customers
and employees; (vi) the amount of the costs, fees, expenses and
other charges incurred by Intevac and Seagate related to the
Transaction; (vii) the risk that Intevac’s or Seagate’s stock price
may fluctuate during the pendency of the Transaction; (viii) the
diversion of Intevac’s or Seagate’s respective management’s time
and attention from ongoing business operations and opportunities;
(ix) the response of competitors and other market participants to
the Transaction; (x) potential litigation relating to the
Transaction; (xi) uncertainty as to timing of completion of the
Transaction and the ability of each party to consummate the
Transaction; and (xii) the impact of global macroeconomic
conditions and supply chain challenges on Intevac’s or Seagate’s
respective businesses.
A more complete description of these and other material risks
can be found in the periodic reports that Intevac and Seagate have
filed and will file with the SEC, including their Quarterly Reports
on Form 10-Q for the quarterly period ended December 27, 2024 and
September 28, 2024 for Seagate and Intevac respectively, and their
Annual Reports on Form 10-K for the fiscal year ended June 28, 2024
and December 28, 2024 for Seagate and Intevac respectively, as well
as the Schedule TO and related tender offer documents to be filed
by Seagate and its acquisition subsidiary, Bidder, the Schedule
14D-9 to be filed by Intevac, and, if applicable, the proxy
statement referenced above. All forward-looking statements in this
communication are based on information available to Intevac and
Seagate as of the date of this communication, and, except as
required by law, neither Intevac nor Seagate assume any obligation
to update the forward-looking statements provided to reflect events
that occur or circumstances that exist after the date on which they
were made.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250314856883/en/
Cameron McAulay Chief Financial Officer (408) 986-9888
David Hanover or Jack Perkins KCSA Strategic Communications
Intevac@kcsa.com (212) 896-1220
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