SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
DOT HILL SYSTEMS CORP.
(Name of Subject Company (Issuer))
DENALI ACQUISITION SUB CORP.
(Name of Filing Persons (Offeror))
a wholly owned subsidiary of
SEAGATE HDD CAYMAN
(Name of Filing Persons (Parent of Offeror))
a wholly owned indirect subsidiary of
SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
(Name of Filing Persons (Ultimate Parent of Offeror))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
25848T109
(CUSIP Number of Class of Securities)
Patrick J. O'Malley, III
Executive Vice President and Chief Financial Officer
Seagate Technology Public Limited Company
38/39 Fitzwilliam Square
Dublin, Ireland
(353) (1) 234-3136
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing person)
Copy to:
Michael S. Ringler
Wilson Sonsini Goodrich & Rosati, P.C.
One Market Plaza, Spear Tower, Suite 3300
San Francisco, California
(415) 947-2000
CALCULATION OF FILING FEE
| Transaction valuation* | Amount of filing fee** | |
|---|---|---|
| $693,310,035.90 | $80,562.63 | |
| Amount Previously Paid: | o | Not applicable | Filing party: | o | Not applicable | |||||
| Form or Registration No.: | o | Not applicable | Date filed: | o | Not applicable |
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer.o
This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to the tender offer by Denali Acquisition Sub Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Seagate HDD Cayman, an exempted company with limited liability organized under the laws of the Cayman Islands ("Parent"), for all of the outstanding shares of common stock, par value $0.001 per share (the "Shares") of Dot Hill Systems Corp., a Delaware corporation (the "Company" or "Dot Hill"), at a price of $9.75 per Share, without interest thereon, net to the seller in cash, and subject to reduction for any applicable U.S. federal withholding, back-up withholding or other applicable tax withholdings, upon the terms and conditions set forth in the offer to purchase dated September 1, 2015 (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, together with any other related materials, as each may be amended or supplemented from time to time, collectively constitute the "Offer."
All of the information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
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.
ITEM 2. SUBJECT COMPANY INFORMATION.
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:
Dot Hill Systems Corp.
1351 South Sunset Street
Longmont, Colorado 80501
(303) 845-3200
(b) Securities. This Schedule TO relates to the Offer by Purchaser to purchase all issued and outstanding Shares. As of August 27, 2015, based on information provided by Dot Hill, there were (i) 62,397,539 Shares issued and outstanding (which includes 383,333 Shares subject to vesting or forfeiture or repurchase by Dot Hill); (ii) 10,763,175 Shares underlying outstanding options (consisting of vested options to purchase 6,225,053 Shares and unvested options to purchase 4,538,122 Shares); (iii) up to 68,000 Shares subject to vesting contingent upon specified performance criteria; (iv) 83,076 Shares estimated to be subject to outstanding rights under the ESPP (assuming the closing price per Share as reported by the NASDAQ Global Market on the purchase date for the current offering period was equal to the offer price per Share, employee contributions continue until such purchase date at levels in place as of August 17, 2015 and the Merger is consummated prior to October 9, 2015); and (v) 1,602,489 Shares issuable pursuant to an outstanding warrant. The information set forth in the INTRODUCTION of the Offer to Purchase and under the caption THE TENDER OFFER—Section 6 ("Price Range of Shares; Dividends") is incorporated herein by reference.
(c) Trading Market and Price. The information set forth under the caption THE TENDER OFFER—Section 6 ("Price Range of Shares; Dividends") of the Offer to Purchase is incorporated herein by reference.
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ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
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 Ultimate Parent, Parent and Purchaser") and Schedule I attached thereto.
ITEM 4. TERMS OF THE TRANSACTION.
Regulation M-A Item 1004
(a) Material Terms. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
INTRODUCTION
THE TENDER OFFER—Section 1 ("Terms of the Offer")
THE TENDER OFFER—Section 2 ("Acceptance for Payment and Payment for Shares")
THE TENDER OFFER—Section 3 ("Procedures for Accepting the Offer and Tendering Shares")
THE TENDER OFFER—Section 4 ("Withdrawal Rights")
THE TENDER OFFER—Section 5 ("Material U.S. Federal Income Tax Consequences"
THE TENDER OFFER—Section 11 ("The Acquisition Agreement; Other Agreements")
THE TENDER OFFER—Section 12 ("Purpose of the Offer; Plans for Dot Hill")
THE TENDER OFFER—Section 13 ("Certain Effects of the Offer")
THE TENDER OFFER—Section 15 ("Certain Conditions to the Offer")
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND ARRANGEMENTS.
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:
THE TENDER OFFER—Section 8 ("Certain Information Concerning Ultimate Parent, Parent and Purchaser")
THE TENDER OFFER—Section 11 ("The Acquisition Agreement; Other Agreements")
(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 Dot Hill")
THE TENDER OFFER—Section 11 ("The Acquisition Agreement; Other Agreements")
THE TENDER OFFER—Section 12 ("Purpose of the Offer; Plans for Dot Hill")
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ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Regulation M-A Item 1006
(a) Purposes. The information set forth in the Offer to Purchase under the caption THE TENDER OFFER—Section 12 ("Purpose of the Offer; Plans for Dot Hill") is incorporated herein by reference.
(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 Dot Hill")
THE TENDER OFFER—Section 11 ("The Acquisition Agreement; Other Agreements")
THE TENDER OFFER—Section 12 ("Purpose of the Offer; Plans for Dot Hill")
THE TENDER OFFER—Section 13 ("Certain Effects of the Offer")
THE TENDER OFFER—Section 14 ("Dividends and Distributions")
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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 11 ("The Acquisition Agreement; Other Agreements")
(b) Conditions. 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 11 ("The Acquisition Agreement; Other Agreements")
THE TENDER OFFER—Section 15 ("Certain Conditions to the Offer")
(d) Borrowed Funds. Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
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:
SUMMARY TERM SHEET
INTRODUCTION
THE TENDER OFFER—Section 8 ("Certain Information Concerning Ultimate Parent, Parent and Purchaser")
(b) Securities Transactions. None.
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ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
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 18 ("Fees and Expenses")
ITEM 10. FINANCIAL STATEMENTS.
Regulation M-A Item 1010
(a) Financial Information. Not applicable.
(b) Pro Forma Information. Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
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 Dot Hill")
THE TENDER OFFER—Section 11 ("The Acquisition Agreement; Other Agreements")
THE TENDER OFFER—Section 12 ("Purpose of the Offer; Plans for Dot Hill")
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.
Regulation M-A Item 1016
| Exhibit No. | Description | ||
|---|---|---|---|
| (a)(1)(A) | Offer to Purchase, dated September 1, 2015 | ||
(a)(1)(B) | Letter of Transmittal | ||
(a)(1)(C) | Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | ||
(a)(1)(D) | Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | ||
(a)(1)(E) | Notice of Guaranteed Delivery | ||
(a)(1)(F) | Summary Advertisement as published in the Wall Street Journal on September 1, 2015 | ||
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| Exhibit No. | Description | ||
|---|---|---|---|
| (a)(2)(B) | Form of Support Agreement, dated August 18, 2015, by and among Seagate HDD Cayman, Denali Acquisition Sub Corp. and certain directors and officers of Dot Hill Systems Corp. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Dot Hill Systems Corp. with the Securities and Exchange Commission on August 21, 2015) | ||
(a)(2)(C) | Form of Support Agreement, dated August 18, 2015, by and among Seagate HDD Cayman, Denali Acquisition Sub Corp. and certain directors, officers and stockholders of Dot Hill Systems Corp. (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Dot Hill Systems Corp. with the Securities and Exchange Commission on August 21, 2015) | ||
(a)(5) | Joint Press Release of Seagate Technology PLC and Dot Hill Systems Corp., dated August 18, 2015 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Seagate Technology PLC with the Securities and Exchange Commission on August 19, 2015) | ||
(b) | None. | ||
(d)(1) | Acquisition Agreement, dated as of August 18, 2015, by and among Dot Hill Systems Corp., Seagate HDD Cayman and Denali Acquisition Sub Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Dot Hill Systems Corp. with the Securities and Exchange Commission on August 21, 2015) | ||
(d)(2) | Confidentiality Agreement, dated May 19, 2015, between Seagate Technology LLC and Dot Hill Systems Corp. | ||
(g) | None | ||
(h) | None | ||
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
(a) Not applicable.
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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: September 1, 2015
| SEAGATE TECHNOLOGY PLC | ||||||
By: | /s/ PATRICK J. O'MALLEY, III | |||||
| Name: | Patrick J. O'Malley, III | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
SEAGATE HDD CAYMAN | ||||||
By: | /s/ PATRICK J. O'MALLEY, III | |||||
| Name: | Patrick J. O'Malley, III | |||||
| Title: | Director | |||||
DENALI ACQUISITION SUB CORP. | ||||||
By: | /s/ PHIL BRACE | |||||
| Name: | Phil Brace | |||||
| Title: | President | |||||
| Exhibit No. | Description | |
|---|---|---|
| (a)(1)(A) | Offer to Purchase, dated September 1, 2015 | |
(a)(1)(B) | Letter of Transmittal | |
(a)(1)(C) | Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
(a)(1)(D) | Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
(a)(1)(E) | Notice of Guaranteed Delivery | |
(a)(1)(F) | Summary Advertisement as published in the Wall Street Journal on September 1, 2015 | |
(a)(2)(B) | Form of Support Agreement, dated August 18, 2015, by and among Seagate HDD Cayman, Denali Acquisition Sub Corp. and certain directors and officers of Dot Hill Systems Corp. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Dot Hill Systems Corp. with the Securities and Exchange Commission on August 21, 2015) | |
(a)(2)(C) | Form of Support Agreement, dated August 18, 2015, by and among Seagate HDD Cayman, Denali Acquisition Sub Corp. and certain directors, officers and stockholders of Dot Hill Systems Corp. (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Dot Hill Systems Corp. with the Securities and Exchange Commission on August 21, 2015) | |
(a)(5) | Joint Press Release of Seagate Technology PLC and Dot Hill Systems Corp., dated August 18, 2015 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Seagate Technology PLC with the Securities and Exchange Commission on August 19, 2015) | |
(b) | None | |
(d)(1) | Acquisition Agreement, dated as of August 18, 2015, by and among Dot Hill Systems Corp., Seagate HDD Cayman and Denali Acquisition Sub Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Dot Hill Systems Corp. with the Securities and Exchange Commission on August 21, 2015) | |
(d)(2) | Confidentiality Agreement, dated May 19, 2015, between Seagate Technology LLC and Dot Hill Systems Corp. | |
(g) | None | |
(h) | None |
