Intevac (NASDAQ:IVAC) Enters into Merger Agreement with Seagate: An Overview

Intevac, Inc. (NASDAQ:IVAC) recently entered into a significant Agreement and Plan of Merger with Seagate Technology Holdings plc and Irvine Acquisition Holdings, Inc., as outlined in an 8-K SEC filing dated February 12, 2025.

The Merger Agreement details a tender offer initiated by Seagate to acquire all outstanding shares of Intevac’s common stock, priced at $4.00 per share in cash. The tender offer remains open for 20 business days, with the closing scheduled to be no later than 15 business days after the agreement. Additionally, Intevac is set to pay a regular quarterly dividend of $0.05 per share on March 13, 2025, along with a one-time special dividend of $0.052 per share in connection with the merger.

The Merger Agreement includes conditions such as the tender of a majority of outstanding shares, fulfillment of representations and warranties, absence of negative impacts, and other typical provisions. Upon completion of the tender offer, a merger without a stockholder vote is anticipated as per the DGCL regulations.

Company options and stock units will be handled according to specific provisions outlined in the Merger Agreement. Seagate has been a major customer for Intevac, accounting for over 90% of its consolidated net revenues in recent fiscal years.

Concurrently with the Merger Agreement, significant supporting stockholders owning approximately 23.5% of the outstanding shares have entered into Tender and Support Agreements, committing to tender their shares in favor of the transaction.

Moreover, amendments to the Articles of Incorporation or Bylaws were carried out by Intevac’s Board of Directors on February 12, 2025, ensuring that governance disputes are to be handled within specific jurisdictions.

The filing also announced a joint press release issued by Intevac and Seagate regarding the Transaction, indicating a compelling all-cash value offer of $4.00 per share from Seagate, coupling with additional dividends for Intevac’s stockholders.

Subsequently, Houlihan Lokey and Wilson Sonsini Goodrich & Rosati serve as financial and legal advisors to Intevac, respectively. Wachtell, Lipton, Rosen & Katz provide legal advice to Seagate.

Seeking to provide stockholders with comprehensive information, Intevac will be making available pertinent materials on their website, with respective documents filed with the SEC.

For further details on the Transaction, stockholders are encouraged to review updated filings as the Transaction progresses, keeping in view the risks and uncertainties involved.

Contact details for relevant parties involved in the merger and transaction-related inquiries are also available for interested parties.

This concludes the overview based on the filed 8-K report by Intevac regarding the significant merger agreement with Seagate Technology Holdings plc.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Intevac’s 8K filing here.

About Intevac

Intevac, Inc, together with its subsidiaries, engages in the designing, developing, and manufacturing thin-film processing systems in the United States, Europe, and Asia. It designs, develops, and markets vacuum process equipment solutions for manufacturing small substrates with precise thin-film properties, such as hard disk drive, advanced coatings, and other adjacent thin-film markets.