Amendment: SEC Form SC TO-T/A filed by Seagate Technology Holdings PLC
$STX
Electronic Components
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
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, par value $0.001 per share
(Title of Class of Securities)
461148108
(CUSIP Number of Class of Securities)
James C. Lee
Seagate Technology Holdings Public Limited Company
Senior Vice President, Chief Legal Officer, and Corporate Secretary
121 Woodlands Avenue 5
Singapore
(65) 6018-2562
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Adam O. Emmerich, Esq.
John L. Robinson, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
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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: ☒
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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) | |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) | |
This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Irvine Acquisition Holdings, Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned
subsidiary of Seagate Technology Holdings plc, an Irish public limited company (“Seagate”), with the U.S. Securities and Exchange Commission on March 3, 2025 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The
Schedule TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares of the common stock, par value $0.001 per share (the “Shares”), 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 terms and conditions set forth in the offer to purchase, dated March 3, 2025 (the “Offer to Purchase”), a copy of which is
attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the
“Offer.”
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized
terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Items 1 through 9 and Item 11
Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented as follows:
The following is hereby added as a new section at the end of the Offer to Purchase:
“20. Expiration of the Offer.
One minute after 11:59 p.m. Eastern Time on March 28, 2025, the Offer expired. Purchaser was advised by Computershare Inc., in its capacity as depository for the Offer, that, as of the expiration of the Offer, a total of
23,968,013 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer, which Shares represent approximately 87.95% of the Shares outstanding as of the expiration of the Offer.
As of the expiration of the Offer, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition, as defined in the Offer to Purchase, and all other conditions to
the Offer were satisfied or waived. Promptly after the expiration of the Offer, Purchaser accepted for payment all of the Shares validly tendered and not validly withdrawn pursuant to the Offer.
As the final step of the acquisition process, Seagate completed its acquisition of Intevac by consummating the Merger without the affirmative vote of Intevac’s stockholders, pursuant to Section 251(h) of the DGCL. At the
Effective Time, Purchaser was merged with and into Intevac, the separate existence of Purchaser ceased, and Intevac continued as the Surviving Corporation and an indirect wholly owned subsidiary of Seagate. Each Share outstanding immediately prior to
the Effective Time (other than Excluded Shares, Converted Shares, Dissenting Shares (each, as defined in the Merger Agreement) and any Shares held by any affiliate of Intevac or Seagate) was canceled and converted into the right to receive the Merger
Consideration, as defined in the Offer to Purchase.
As a result of the Merger, the Shares will be delisted and will cease to trade on the Nasdaq Global Select Market. Seagate and Purchaser intend to take steps to cause the termination of the registration of the Shares
under the Exchange Act and to suspend all of Intevac’s reporting obligations under the Exchange Act as promptly as practicable.
On March 31, 2025, Seagate issued a press release announcing the expiration and results of the Offer. The full text of the press release is attached as Exhibit (a)(5)(A) hereto and is incorporated herein by reference.”
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Summary Term Sheet.
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Regulation M-A Item 1001
The information set forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated herein by reference.
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Subject Company Information.
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Regulation M-A Item 1002
(a) Name and Address. The name, address, and telephone number
of the subject company’s principal executive offices are as follows:
Intevac, Inc.
3560 Bassett Street
Santa Clara, CA 95054
(408) 986-9888
(b)-(c) Securities; Trading
Market and Price. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
INTRODUCTION
THE TENDER OFFER — Section 6 (“Price Range of Shares; Dividends”)
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Identity and Background of Filing Person.
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Regulation M-A Item 1003
(a)-(c) Name and Address; Business and Background of Entities; and
Business and Background of Natural Persons. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 8 (“Certain Information Concerning Seagate and Purchaser”)
SCHEDULE I — Information Relating to Seagate and Purchaser
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Terms of the Transaction.
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Regulation M-A Item 1004
(a) Material Terms. The information set forth in the Offer to
Purchase is incorporated herein by reference.
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Past Contacts, Transactions, Negotiations and Agreements.
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Regulation M-A Item 1005
(a) Transactions. The information set forth in the Offer to
Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Intevac”)
(b) Significant Corporate Events. The information set forth in
the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Intevac”)
THE TENDER OFFER —Section 11 (“The Merger Agreement; Other Agreements”)
THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Intevac”)
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Purposes of the Transaction and Plans or Proposals.
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Regulation M-A Item 1006
(a) Purposes. The information set forth in the Offer to
Purchase under the following captions is incorporated herein by reference:
THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Intevac”)
(c) (1)-(7) Plans. The information set forth in the Offer to
Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 9 (“Source and Amount of Funds”)
THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Intevac”)
THE TENDER OFFER — Section 11 (“The Merger Agreement; Other Agreements”)
THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Intevac”)
THE TENDER OFFER — Section 13 (“Certain Effects of the Offer”)
THE TENDER OFFER — Section 14 (“Dividends and Distributions”)
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Source and Amount of Funds or Other Consideration.
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Regulation M-A Item 1007
(a) Source of Funds. The information set forth in the Offer to
Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 9 (“Source and Amount of Funds”)
THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Intevac”)
(b) Conditions. The Offer is not subject to a financing
condition.
(d) Borrowed Funds. The information set forth in the Offer to
Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 9 (“Source and Amount of Funds”)
THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Intevac”)
THE TENDER OFFER — Section 11 (“The Merger Agreement; Other Agreements”)
THE TENDER OFFER — Section 15 (“Conditions to the Offer”)
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Interest in Securities of the Subject Company.
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Regulation M-A Item 1008
(a) Securities Ownership. The information set forth in the
Offer to Purchase under the following captions is incorporated herein by reference:
THE TENDER OFFER — Section 8 (“Certain Information Concerning Seagate and Purchaser”)
THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Intevac”)
SCHEDULE I — Information Relating to Seagate and Purchaser
(b) Securities Transactions. None.
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Persons/Assets Retained, Employed, Compensated or Used.
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Regulation M-A Item 1009
(a) Solicitations or Recommendations. The information set forth
in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 3 (“Procedures for Accepting the Offer and Tendering Shares”)
THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Intevac”)
THE TENDER OFFER — Section 18 (“Fees and Expenses”)
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Financial Statements.
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Regulation M-A Item 1010
(a) Financial Information. Not Applicable.
(b) Pro Forma Information. Not Applicable.
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Additional Information.
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Regulation M-A Item 1011
(a) Agreements, Regulatory
Requirements and Legal Proceedings. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Intevac”)
THE TENDER OFFER — Section 11 (“The Merger Agreement; Other Agreements”)
THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Intevac”)
THE TENDER OFFER — Section 13 (“Certain Effects of the Offer”)
THE TENDER OFFER — Section 16 (“Certain Legal Matters; Regulatory Approvals”)
(c) Other Material Information. The information set forth in
the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.
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Exhibits.
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Regulation M-A Item 1016
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Exhibit No.
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Description
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Offer to Purchase, dated March 3, 2025.
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Letter of Transmittal.
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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Summary Advertisement as published in The New York Times on March 3, 2025.
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Joint Press Release issued by Seagate Technology Holdings plc and Intevac, Inc. on February 13, 2025 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Seagate Technology Holdings plc with
the U.S. Securities and Exchange Commission on February 13, 2025).
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Email to Intevac, Inc. Employees on February 13, 2025 (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by Seagate Technology Holdings plc with the U.S. Securities and Exchange Commission on
February 13, 2025).
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Press Release dated March 31, 2025, issued by Seagate Technology Holdings plc.
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Agreement and Plan of Merger, dated as of February 13, 2025, by and among Seagate Technology Holdings plc, Intevac, Inc., and Irvine Acquisition Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the
Form 8-K filed by Intevac, Inc. with the U.S. Securities and Exchange Commission on February 13, 2025).
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Form of Tender and Support Agreement, dated as of February 13, 2025, by and among Seagate Technology Holdings, plc, Irvine Acquisition Holdings, Inc. and certain stockholders of Intevac, Inc. (incorporated by
reference to Exhibit 99.1 to the Form 8-K filed by Intevac, Inc. with the U.S. Securities and Exchange Commission on February 13, 2025).
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Non-Binding Term Sheet, dated as of January 29, 2025, by and between Seagate Technology Holdings plc and Intevac, Inc.
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Letter agreement, dated as of January 3, 2025, between Intevac, Inc. and Seagate Technology Holdings plc.
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(g)
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None.
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(h)
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None.
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Filing fee table.
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* Previously filed.
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Information Required by Schedule 13E-3.
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Not applicable.
SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 31, 2025
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IRVINE ACQUISITION HOLDINGS, INC.
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By:
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/s/ James C. Lee
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Name:
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James C. Lee
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Title:
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Managing Director
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SEAGATE TECHNOLOGY HOLDINGS PLC
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By:
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/s/ James C. Lee
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Name:
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James C. Lee
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Title:
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Senior Vice President, Chief Legal Officer, and Corporate Secretary
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