Seagate has offered Mr. Spruch and his affiliate €4.05 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 €4.17. Without the price supplement, the offer currently values LaCie at an approximate €146 million, or $186 million total equity value, including acquired net cash of approximately €49 million, or $65 million, as of March 31, 2012. The €4.05 per share price represents a premium of 29% to LaCie's average closing stock price over the 30 trading days ended May 22, 2012.
The transaction would add LaCie's line of premium branded storage solutions, network-attached storage solutions and software offerings to Seagate's array of mainstream consumer storage products. The combination would accelerate Seagate's strategy in the storage market in Europe and Japan.
The transaction is expected to be neutral to Seagate's fiscal 2013 earnings per share.
Following the close of the sale of his shares to Seagate, Mr. Spruch would join Seagate and lead the company's consumer storage products organization. Reporting to him would be Patrick Connolly, who currently serves as vice president and general manager of Seagate's retail group, as well as Pierre van der Elst, who currently serves as deputy general manager of LaCie.
"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."
"With the proliferation of devices and content being shared and stored today, consumer demand for high-quality branded storage solutions continues to grow," said Philippe Spruch, LaCie's chairman and CEO. "We are excited about the potential for this combination to benefit customers and employees by creating significant scale and opening up new markets. We look forward to making the resources of a much larger company available to our customers around the world."
The tender offer is expected to be completed in the third calendar quarter of 2012.
The transaction is subject to regulatory approval in the United States (antitrust filing), France (approval of foreign investments by the Ministry of Finance) and other jurisdictions (antitrust filing in Germany) and to other customary closing conditions.
The move follows Seagate's $1.4b acquisition of Samsung's traditional hard drive business in December and rival Western Digital's merger with Hitachi in March.