8-KMaterial AgreementsExhibits & Filings

Seagate Technology Holdings plc 8-K Report, Material Agreement (Dec 22, 2005)

Filed December 22, 2005For Securities:STX

Summary

Seagate Technology Holdings plc (STX) announced a significant strategic move through an 8-K filing on December 22, 2005, detailing their agreement to acquire Maxtor Corporation. This acquisition, structured as a merger under an Agreement and Plan of Merger, is set to convert each Maxtor common stock share into 0.37 shares of Seagate common stock. The transaction is intended to be a tax-free reorganization for U.S. federal income tax purposes, provided certain conditions are met. Key to this announcement are the closing conditions, which include the approval of both Seagate and Maxtor shareholders, necessary antitrust clearances, and the successful registration of Seagate's shares for the exchange. Both companies' boards have unanimously approved the merger. The filing also outlines termination clauses and associated fees, with Seagate potentially paying Maxtor $300 million and Maxtor potentially paying Seagate $53 million under specific circumstances. This acquisition represents a major step in Seagate's strategy, likely aimed at expanding market share and product offerings in the hard drive industry.

Key Highlights

  • 1Seagate Technology has entered into an Agreement and Plan of Merger to acquire Maxtor Corporation.
  • 2The acquisition will be an all-stock transaction, with Maxtor shareholders receiving 0.37 shares of Seagate common stock for each Maxtor share.
  • 3The merger is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes.
  • 4The transaction has received unanimous approval from the Boards of Directors of both Seagate and Maxtor.
  • 5Key closing conditions include shareholder approvals from both companies, receipt of antitrust clearances, and the effectiveness of a Form S-4 registration statement.
  • 6Termination clauses are in place, with potential break-up fees of $300 million payable by Seagate and $53 million payable by Maxtor under specified conditions.
  • 7Voting agreements have been executed with Seagate directors, officers, and significant stockholders to support the issuance of Seagate shares in the merger.

Frequently Asked Questions

This 8-K filing announces a material definitive agreement, specifically Seagate Technology's plan to acquire Maxtor Corporation through a merger.

Maxtor shareholders will receive 0.37 shares of Seagate Technology common stock for each share of Maxtor common stock they hold, upon the completion of the merger.

Key conditions include the adoption of the merger agreement by Maxtor stockholders, the approval of the share issuance by Seagate stockholders, receipt of necessary antitrust approvals, and the effectiveness of Seagate's Form S-4 registration statement.

Yes, the agreement includes termination fees. Seagate may have to pay Maxtor $300 million under certain circumstances (e.g., failure to obtain antitrust approval by a certain date). Maxtor may have to pay Seagate $53 million if its board changes its recommendation or pursues an alternative acquisition.