Seagate Technology Holdings plc SC TO-C, filed Feb 13, 2025
Seagate Technology Holdings plc (STX)
SC TO-C
2025-02-13
View Original
Added on
October 19, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Intevac, Inc.
(Name of Subject Company)
Irvine Acquisition Holdings, Inc.
(Offeror)
Seagate Technology Holdings Public Limited Company
(Parent of Offeror)
(Names of Filing Persons)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
461148108
(CUSIP Number of Class of Securities)
James C. Lee
121 Woodlands Avenue 5
Singapore
739009
Telephone: (65) 6018-2562
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Adam O. Emmerich, Esq.
John L. Robinson, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee*
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Not applicable.
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Not applicable.
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*
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A filing fee is not required with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
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Amount Previously Paid: Not applicable.
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Filing Party: Not applicable.
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Form or Registration No.: Not applicable.
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Date Filed: Not applicable.
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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This filing relates solely to preliminary communications made before the commencement of a planned tender offer by Irvine Acquisition Holdings, Inc., a Delaware corporation (“Bidder”) and an indirect wholly owned
subsidiary of Seagate Technology Holdings plc, an Irish public limited company (“Seagate”), to acquire all of the issued and outstanding shares of the common stock, par value $0.001 per share, of Intevac, Inc., a Delaware corporation (“Intevac”), at
a price per share of $4.00, payable in cash at closing, without interest and subject to reduction for any applicable withholding taxes, pursuant to the Agreement and Plan of Merger, dated as of February 13, 2025, by and among Seagate, Bidder and
Intevac.
Additional Information and Where to Find It
In connection with the proposed acquisition (the “Transaction”) of Intevac by Seagate, Bidder will commence a tender offer for all of the outstanding shares of Intevac. The tender offer has not yet commenced. 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. It is also not a substitute for the tender offer materials that Bidder will file with the U.S. Securities
and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time that the tender offer is commenced, Bidder will file tender offer materials on Schedule TO with the SEC, and Intevac will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the tender offer. 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 AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AND, IF APPLICABLE, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED BY SEAGATE, INTEVAC, OR
BIDDER WILL 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
will be available to Intevac’s stockholders by visiting Intevac’s website (https://ir.intevac.com). In addition, these materials (and all other documents filed by Seagate, Intevac, and Bidder with the SEC) will be available at no charge on the SEC’s
website (www.sec.gov) upon filing with the SEC.
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
Certain statements contained in this communication may be characterized as forward-looking under the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other
factors that could cause actual results to differ materially.
Statements in this communication regarding Intevac and Seagate that are forward-looking may include statements regarding: (i) the Transaction; (ii) the anticipated occurrence, manner and timing of the proposed 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) and 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 Forms 10-K for the fiscal year ended June 28, 2024 and December 30, 2023 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.
EXHIBIT INDEX
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Exhibit No.
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Description
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Joint Press Release issued by Seagate Technology Holdings plc and Intevac, Inc. on February 13, 2025.
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Email to Intevac, Inc. Employees on February 13, 2025.
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Exhibit 99.1
Seagate Announces Agreement to Acquire Intevac
Intevac Stockholders to Receive $4.00 Per Share in Cash, Plus a Special Dividend of $0.052 Per Share and a Regular Dividend of $0.05
Per Share
Acquisition Delivers Compelling and Certain Cash Value
Fremont, Calif. and Santa Clara, Calif. —
February 13, 2025 — Seagate Technology Holdings plc (Nasdaq: STX) (“Seagate”), a leading innovator of mass-capacity data storage, and
Intevac, Inc. (Nasdaq: IVAC) (“Intevac”), a supplier of thin-film processing systems, today announced that Seagate has entered into a definitive agreement to acquire Intevac in an all-cash transaction for $4.00 per share (the “Transaction”).
In connection with the closing of the Transaction, Intevac will pay a one-time special dividend of $0.052 per share. The payment of the special dividend is
expected to occur on or about the closing of the Transaction. Separately, Intevac’s Board of Directors has declared a regular quarterly dividend of $0.05 per share, which will be paid on March 13, 2025, to Intevac stockholders of record as of
February 28, 2025. The Transaction and the special dividend deliver aggregate consideration to Intevac stockholders of $4.052 per share, or $4.102 per share including Intevac’s regular quarterly dividend. This represents a premium of 45% to
Intevac’s closing price of $2.83 per share on December 11, 2024, one day prior to Intevac’s announcement that it had renewed its focus on pursuing strategic options, a premium of approximately 21% to Intevac’s closing price of $3.38 per share on
February 12, 2025 and an aggregate value of approximately $119 million including both dividends.
As a result of the Transaction, Intevac will no longer hold its earnings call, which was previously scheduled for February 25, 2025.
Transaction Details
The definitive agreement provides for Seagate to launch an all-cash tender offer for all of Intevac’s outstanding shares for $4.00 per share in cash, to be
commenced as promptly as reasonably practicable. The consummation of the tender offer is subject to a minimum tender condition of at least one share more than 50% of Intevac’s issued and outstanding shares, as well as other customary closing
conditions. Following successful completion of the tender offer, the definitive agreement provides for Seagate to acquire all remaining shares not tendered in the offer through a second step merger at the same $4.00 per share all-cash price as the
tender offer. The special dividend of $0.052 per share and the regular quarterly dividend of $0.05 per share are in addition to the $4.00 cash consideration in the Transaction.
Intevac’s Board of Directors unanimously approved the Transaction and recommends that all stockholders tender their shares in the offer. In addition to the
approval by Intevac’s Board of Directors, two of Intevac’s largest stockholders, Palogic Value Fund, L.P. and Bleichroeder LP, who together represent approximately 22% of Intevac’s outstanding shares, have entered into customary agreements to
support the Transaction.
The Transaction is expected to close in late March or early April 2025, subject to the satisfaction of customary closing conditions. Seagate expects the
Transaction to be accretive to the company’s non-GAAP earnings per share (“EPS”) over the long-term and have minimal impact to non-GAAP EPS over the short-term.
Advisors
Houlihan Lokey is serving as financial advisor to Intevac, and Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as
legal advisor to Intevac.
Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Seagate.
About Seagate
Seagate Technology is a leading innovator of mass-capacity data storage. We create breakthrough technology so you can confidently store your data and easily
unlock its value. Founded over 45 years ago, Seagate has shipped over four billion terabytes of data capacity and offers a full portfolio of storage devices, systems, and services from edge to cloud. To learn more about how Seagate leads storage
innovation, visit www.seagate.com and our blog, or follow us on X, Facebook, LinkedIn, and YouTube.
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(R) 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
In connection with the proposed acquisition (the “Transaction”) of Intevac, Inc. (“Intevac”) by Seagate Technology Holdings plc (“Seagate”), Irvine
Acquisition Holdings, Inc. (“Bidder”) will commence a tender offer for all of the outstanding shares of Intevac. The tender offer has not yet commenced. 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. It is also not a substitute for the tender offer materials that Bidder will file with the U.S. Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time
that the tender offer is commenced, Bidder will file tender offer materials on Schedule TO with the SEC, and Intevac will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. 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 AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AND, IF APPLICABLE, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED BY SEAGATE, INTEVAC, OR BIDDER WILL 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 will be available to Intevac’s stockholders by visiting Intevac’s website
(https://ir.intevac.com). In addition, these materials (and all other documents filed by Seagate, Intevac, and Bidder with the SEC) will be available at no charge on the SEC’s website (www.sec.gov) upon filing with the SEC.
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
Certain statements contained in this communication may be characterized as forward-looking under the Private Securities Litigation Reform Act of 1995.
These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially.
Statements in this communication regarding Intevac and Seagate that are forward-looking may include statements regarding: (i) the Transaction; (ii) the
anticipated occurrence, manner and timing of the proposed 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) and 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 Forms 10-K for the fiscal year ended June 28, 2024 and
December 30, 2023 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.
Contacts
For Intevac:
Cameron McAulay
Chief Financial Officer, Intevac
(408) 986-9888
David Hanover or Jack Perkins
KCSA Strategic Communications
Intevac@kcsa.com
(212) 896-1220
For Seagate:
Shanye Hudson
(510) 661-1600
shanye.hudson@seagate.com
Exhibit 99.2
Dear Intevac employees,
On behalf of the Seagate leadership team, we’re excited to share that Seagate has signed an agreement to acquire Intevac, with the deal expected to close in late March or early April 2025. At closing, Intevac will
officially join Seagate, and we couldn’t be more thrilled to welcome you.
We believe combining forces highlights our commitment to innovation, operational excellence, and customer satisfaction. For decades, Intevac has been a trusted partner, providing thin-film deposition equipment for our
drive components. As Intevac’s long-time customer, this acquisition strengthens our collaboration—and with Intevac’s operations close to our Fremont, California and Singapore facilities, we’ll foster even greater engineering capabilities.
While this is great for our companies, what does this mean for each of you? As a Seagate employee, you’ll have the opportunity to work on cutting-edge technologies that are shaping the future of data storage. Our
commitment to research and development ensures that you’ll be part of groundbreaking projects, collaborating with some of the brightest minds in the industry. You are joining a company that values creativity, technical excellence, and continuous
learning.
We know that transitions like this bring both opportunities and questions, and we don’t want to keep you waiting. Members of our leadership team will be visiting in person tomorrow in Santa Clara and Monday in
Singapore to introduce ourselves, share more about what’s ahead, and answer any initial questions. In the meantime, we’ve included a short FAQ below to address some common topics. You will receive a calendar invitation for one of the meetings
shortly.
We look forward to getting to know you and working together to make this transition a success!
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Dave Mosley,
CEO
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Gianluca Romano,
EVP and CFO
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KF Chong, SVP,
Global Operations
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John Morris,
SVP and CTO
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Page 1 of 4
Frequently Asked Questions (FAQ)
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What does this announcement mean for me?
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For now, nothing changes. Intevac will continue operating independently as usual until the deal officially closes, which we expect to happen in late March or early April 2025, subject to the satisfaction of customary
conditions. Once that happens, Intevac will officially become part of Seagate. We expect to communicate more about the timing of closing in the coming weeks.
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What does this mean for Intevac’s customers?
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Seagate remains committed to serving all Intevac customers and will honor contractual commitments post-closing.
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Will my salary or benefits change?
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Your salary will remain the same, and you will find our benefits to be commensurate with your current offerings. You can also visit our benefits page to learn a little more.
As Intevac becomes a subsidiary of Seagate, you will be eligible to participate in our performance bonus plan which may offer additional earning potential. Seagate will honor Intevac’s current bonus plan with a
planned payout in the September 2025 timeframe. We’ll share more details on this as we get closer to closing.
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Will my role or responsibilities change?
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Between now and closing, both companies will continue to operate independently. We will communicate openly about any future updates and opportunities.
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What happens between now and our first day?
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Between now and closing, both companies will continue to operate independently. Over the next few weeks, we will share more details to help ensure a smooth transition.
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How can I learn more about Seagate?
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We encourage you to visit Seagate.com to learn about our mission, values, and culture. We’ll also provide more details during our in-person visit and in future communications.
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Who should I reach out to with questions?
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You can reach out to Intevac CFO Cameron McAulay at cmcaulay@intevac.com. Additionally, feel free to bring any questions to our in-person meetings.
Page 2 of 4
Additional Information and Where to Find It
In connection with the proposed acquisition (the “Transaction”) of Intevac, Inc. (“Intevac”) by Seagate Technology Holdings plc (“Seagate”), Irvine Acquisition Holdings, Inc. (“Bidder”) will commence a tender offer for
all of the outstanding shares of Intevac. The tender offer has not yet commenced. 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. It is also not a
substitute for the tender offer materials that Bidder will file with the U.S. Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time that the tender offer is commenced, Bidder will file tender offer
materials on Schedule TO with the SEC, and Intevac will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. 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 AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AND, IF
APPLICABLE, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED BY SEAGATE, INTEVAC, OR BIDDER WILL 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 will be available to Intevac’s stockholders by visiting Intevac’s website (https://ir.intevac.com). In addition, these materials (and all other documents
filed by Seagate, Intevac, and Bidder with the SEC) will be available at no charge on the SEC’s website (www.sec.gov) upon filing with the SEC.
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.
Page 3 of 4
Forward-Looking Statements
Certain statements contained in this communication may be characterized as forward-looking under the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other
factors that could cause actual results to differ materially.
Statements in this communication regarding Intevac and Seagate that are forward-looking may include statements regarding: (i) the Transaction; (ii) the anticipated occurrence, manner and timing of the proposed 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) and 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 Forms 10-K for the fiscal year ended June 28, 2024 and December 30, 2023 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.
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