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Filed By VERITAS Software Corporation
Pursuant to Rule 425 under the
Securities Act of 1933
And deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Seagate Technology, Inc.
Commission File No. 001-11403
VERITAS SOFTWARE CORPORATION
SLIDE PRESENTATION CONCERNING
MULTI-COMPANY TRANSACTION INVOLVING SEAGATE TECHNOLOGY, INC.
AND VERITAS SOFTWARE CORPORATION
Slide 1:
[VERITAS logo]
BUSINESS WITHOUT INTERRUPTION.
Corporate Update
Slide 2:
[VERITAS logo]
VERITAS and Seagate
- ------
Chapter 2
(& Epilogue)
Slide 3:
[VERITAS logo]
The Transaction
*Veritas stock embedded within Seagate
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efficiently unlocked for Seagate shareholders
*LBO group buying Seagate operating business
Veritas receives $3 billion of value plus other significant benefits for
facilitating the transaction
Slide 4:
[VERITAS logo]
Benefits of the Transaction
*~$3.0 billion value recapture for Veritas
*"Cashless" share repurchase ~ $2.0 billion
*Cash + Securities infusion ~$1.0 billion
*Reduces Veritas share count by ~ 12.5 million shares
*Accretive + 7% EPS in 2001
*Keeps Seagate's Veritas ownership out of unfriendly hands
*Removes Seagate overhang
*Broad distribution of unlocked shares
*Increases float from 67% to 99%
*Fixed exchange ratio locks in accretion
*Transaction has no collar...no speculation
*Veritas NEVER owns disk drive business
Slide 5:
[VERITAS logo]
The Transaction: Veritas "Get-Give"
[An oval labeled Veritas and a horizontal arrow pointing to the right with the
text ~116MM VRTS Shares. Another horizontal arrow, below the above described
arrow, pointing to the Veritas oval from the right labeled ~128MM VRTS Shares
~$500MM of Cash
~$500MM of Securities]
Slide 6:
[VERITAS logo]
The Transaction: Conceptual View
[In the middle of the page, a vertically oriented rectangle labeled Seagate
contains an oval labeled Non Operating Assets above another oval labeled
Operating Assets. A horizontal arrow labeled
Disk Drives
Tape
Software (IMG)
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points from the Operating Assets oval to another oval positioned to the left of
the Seagate rectangle labeled Silver Lake LBO Group. Another horizontal arrow
labeled $2Bn Cash points from the Silver Lake LBO Group oval to the Seagate
Rectangle.
A horizontal arrow from the Seagate rectangle labeled
~128MM VRTS Shares
~$500MM Cash
~$500MM other Securities
points from the Non Operating Assets oval to an oval labeled Veritas positioned
to the left of the Seagate rectangle and above the Silver Lake LBO Group oval.
An arrow pointing from the Veritas oval to an oval labeled Seagate Shareholders
positioned to the right of the Seagate rectangle is labeled ~116MM VRTS Shares.
A horizontal arrow labeled
>1.5 billion cash
points from the right side of the Seagate rectangle to the Seagate Shareholders
oval.]
Slide 7:
[VERITAS logo}
VERITAS' Secret Sauce
*Veritas issues shares (~ 116 million) in tax-free merger transaction
*Veritas retires shares (~ 128 million) which would have been taxable if
sold/distributed by Seagate
*Net tax savings of 40%
Slide 8:
[VERITAS logo]
CY 2001 = 7.5% Accretion
Consensus EPS CY 2001 $0.67
EPS Share Count 465M
----
Consensus net income $311M
Add'l interest contribution
($500M cash x 5%-36%) $16M
----
New Net Income $327M
New EPS share count 453M
----
New EPS $0.72
Slide 9:
[VERITAS logo]
Transaction Sequence: Step 1
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[In the middle of the page, a vertically oriented rectangle labeled Seagate
contains an oval labeled Non Operating Assets above another oval labeled
Operating Assets. A horizontal arrow labeled
Disk Drives
Tape
Software (IMG)
points from the Operating Assets oval to another oval labeled New Seagate
positioned to the left of the Seagate rectangle. Another horizontal arrow
labeled $2Bn Cash points from the New Seagate oval to the Seagate Rectangle.]
Slide 10:
[VERITAS logo]
Transaction Sequence: Step 2
[In the middle of the page, a vertically oriented rectangle labeled Seagate
contains an oval labeled Non Operating Assets. A horizontal arrow from the
Seagate rectangle labeled
~128MM VRTS Shares
~$500MM Cash
~$500MM other Securities
points from the Non Operating Assets oval to an oval
labeled Veritas positioned to the left of the Seagate rectangle. Below the
arrowpoint are the following bulletpoints: Veritas shares; SanDisk; Gadzoox;
CVC; Dragon (-->L&H); Cash]
Slide 11:
[VERITAS logo]
Transaction Sequence: Step 3
[In the middle of the page, a vertically oriented rectangle labeled Seagate
contains an oval labeled Non Operating Assets. To the left of the Seagate
rectangle is an oval labeled Veritas.
An arrow pointing from the Veritas oval to an oval labeled Seagate Shareholders
to the right of the Seagate rectangle is labeled ~116MM VRTS Shares.
A horizontal arrow labeled
>1.5 billion cash
points from the right side of the Seagate rectangle to the Seagate Shareholders
oval.]
Slide 12:
[VERITAS logo]
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Why the Transaction Makes Sense to...
*Seagate shareholders
*Realize value of Veritas holdings with no corporate or shareholder tax
*Silver Lake LBO group
*Highly focused Seagate core business
*Allows Seagate to invest based on long-term strategies and objectives
*Employee participation in a private company equity
Slide 13:
[VERITAS logo]
Benefits of the Transaction
*~$3.0 billion value recapture for Veritas
*"Cashless" share repurchase ~ $2.0 billion
*Cash + Securities infusion ~ $1.0 billion
*Reduces Veritas share count by ~ $12.5 million shares
*Accretive + 7% EPS in 2001
*Keeps Seagate's Veritas ownership out of unfriendly hands
*Removes Seagate overhang
*Broad distribution of unlocked shares
*Increases float from 67% to 99%
*Fixed exchange ratio locks in accretion
*Transaction has no collar...no speculation
*Veritas NEVER owns disk drive business
Slide 14:
[VERITAS logo]
The Transaction
[Circle labeled Veritas with horizontal arrow labeled ~116MM VRTS shares
pointing to circle labeled Seagate. Horizontal arrow labeled
~128MM VRTS Shares
~$500MM of cash
~$500MM of securities
above the arrow previously described pointing from Seagate circle to Veritas
circle
Arrow labeled Disk Drive Business pointing from Seagate circle to rectangle
labeled Silver Lake Partners]
Slide 15:
[VERITAS logo]
Seagate Shareholders
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[Large circle labeled Seagate with horizontal arrow labeled
$83 = VRTS + cash
pointing in direction of seven small ovals each labeled Seagate Shareholder]
Slide 16:
[VERITAS logo]
What is the Investor Group buying?
*Core business
*Disc drive, tape drive, components
*All operating assets and liabilities
*Seagate Software (part that VERITAS did not acquire in '99)
*Internet Solutions group
*XIOtech Corporation
*Server Appliance group, Consumer Solutions group
*Other Seagate minority investments
* * * * * * * * * * * * * * * * * * * *
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The foregoing information contains forward-looking statements within the meaning
of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of
1995. Such statements regarding, among other things, the timing, effect, and
potential value of the transaction, are based on the current expectations and
beliefs of managements of Seagate and VERITAS Software, and are subject to a
number of factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. In
particular, the following factors, among others, could cause actual results to
differ materially from those described in the forward-looking statements: the
failure of the transaction to close due to the failure to obtain regulatory or
other approvals; the failure of the transaction to close due to the failure of
Silver Lake Partner's financing source to fulfill certain financial commitments;
the failure of the Seagate or VERITAS Software stockholders to approve the
merger; the risk of unanticipated costs of effecting the transaction; the risk
that liabilities will arise and the new private company will be unable or
unwilling to satisfy its proposed indemnification obligations to VERITAS
Software; the risk that the economic terms of the transaction will vary
substantially due to changes in the market prices of VERITAS software or the
investment securities and the impact of the operations of Seagate and the
resulting cash balances at closing; and the risk that the Internal Revenue
Service will determine that the transaction is taxable to the Seagate
stockholders.
For a detailed discussion of these and other cautionary statements, please refer
to the joint proxy statement/prospectus to be filed by both Seagate and VERITAS
Software as described below, as well as the companies' filings with the
Securities and Exchange Commission, especially in the "Factors Affecting Future
Operating Results" section of the Management's Discussion and Analysis of
Financial Condition and Results of Operations section of Seagate's Form 10-K its
fiscal year ended July 2, 1999 and its Form 10-Q for its fiscal quarter ended
December 31, 1999, and in the "Factors That May Affect Future Results" section
of the Management's Discussion and Analysis of Financial Condition and Results
of Operations" section of VERITAS Software's Form 10-Q for its fiscal quarter
ended September 30, 1999.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Investors and security holders of both Seagate and VERITAS Software are advised
to read the joint proxy statement/prospectus regarding the business transaction
referenced in the foregoing information, when it
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becomes available, because it will contain important information. Seagate and
VERITAS Software expect to mail a joint proxy statement/prospectus about the
transaction to their respective stockholders. Such joint proxy
statement/prospectus will be filed with the Securities and Exchange Commission
by both companies. Investors and security holders may obtain a free copy of the
joint proxy statement/prospectus (when available) and other documents filed by
the companies at the Securities and Exchange Commission's web site at
http://www.sec.gov. The joint proxy statement/prospectus and such other
documents may also be obtained from Seagate or VERITAS Software by directing
such requests to the respective investor relations contacts listed below.
Seagate and its officers and directors may be deemed to be participants in the
solicitation of proxies from Seagate 's stockholders with respect to the
proposed transaction. Information regarding such officers and directors is
included in Seagate 's proxy statement for its annual meeting of stockholders
filed with the Securities and Exchange Commission on October 4, 1999, and in its
S-4 Registration Statement, as subsequently amended, on September 3, 1999. These
documents are available free of charge at the Securities and Exchange
Commission's web site at http://www.sec.gov and from the Seagate investor
relations' contacts listed below.
VERITAS Software and its officers and directors may be deemed to be participants
in the solicitation of proxies from VERITAS Software's stockholders with respect
to the proposed transaction. Information regarding such officers and directors
is included in VERITAS Software's S-1 Registration Statements filed with the
Securities and Exchange Commission on September 22, 1999, as supplemented. This
document is available free of charge at the Securities and Exchange Commission's
web site at http://www.sec.gov and from the VERITAS Software investor relations'
contacts listed below.
FOR MORE INFORMATION CONTACT:
SEAGATE TECHNOLOGY VERITAS SOFTWARE
Media Relations Media Relations
- --------------- ---------------
Julie A. Still 831-439-2276 Erin Jones 805-783-4528
Julie_a_still@notes.Seagate.com erin.jones@VERITAS.com
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Forrest W. Monroy 831-439-2838 Rebecca Glenn 650-318-4362
Forest_w_monroy@Seagate.com rebeca.glenn@VERITAS.com
- --------------------------- ------------------------
Philip D. Montero 831-439-2862 Martha Blackwell 805-782-4175
Philip_d_montero@notes.Seagate.com martha.blackwell@VERITAS.com
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Investor Relations Investor Relations
Bill Rowley 831-439-2371 Dave Galiotto 650-318-4047
Bill_Rowley@notes.Seagate.com dave.galiotto@VERITAS.com
Denise Franklin 831-439-2789 Borah Kim 650-318-4514
Denise_franklin@notes.Seagate.com borah.kim@VERITAS.com