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Filed by Komag, Incorporated
Pursuant to Rule 425 under the
Securities Act of 1933, and
deemed filed Pursuant to Rule
14a-12 under the Securities
and Exchange Act of 1934.
Subject Company:
HMT Technology Corp.
Commission File No. 000-27586
KOMAG, INCORPORATED
EMPLOYEE MEETING CONCERNING TRANSACTION INVOLVING KOMAG, INCORPORATED
AND HTM TECHNOLOGY CORP.
Communication to HMT Employees
EMPLOYEE COMMUNICATION:
HMT and Komag have announced a Merger Agreement. The structure is a merger of
Equals. By that, we mean that the two companies will be integrated on an even
basis with a combined Board of Directors and Senior management. There will be
important roles for both sets of employees. The stock of each of the two
companies will undergo a tax-free "stock swap". Because there are more Komag
shares outstanding, it's easier to trade HMT's stock for Komag's stock. The
exchange ratio is .9094 Komag shares for each share of HMT stock.
The new company will be positioned to leverage the combined technology and
manufacturing expertise to be the pre-eminent independent media manufacturer.
This merger will allow the new Company to benefit from the manufacturing
capabilities of both organizations in providing our customers with leading edge
technology, time to market, and time to volume with the highest quality products
in the industry.
A joint transition team, let by T.H. Tan President & CEO of Komag, and Ron
Buschur President & COO of HMT, will develop a plan for merging and streamlining
the management of both companies after the "close". The deal is expected to be
completed during the third calendar quarter. Between now and "close", both
companies will operate as they do today.
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We know that there will be some duplication of resources and the new Company
will attempt to minimize the impact to the individuals involved. We can commit
that this will be done in a fair, equitable and timely manner.
Please keep in mind that the Merger is subject to shareholder, Komag lender and
regulatory approval, which could take several months to complete.
During this period, all of us must continue to carry out all of our
responsibilities and duties in the most efficient manner.
The Company must continue business as usual during this time, focusing on
quality, delivery, customer satisfaction and cost initiatives that all of us are
involved in.
On behalf of the management team, let me tell you that we understand the
personal uncertainty and anguish that this merger may place on many of you. We
however, feel that this Merger is in the best interest of the employees,
customers and shareholders of HMT.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
These statements regarding, among other things, the expected cost structure and
cash flow of the combined company, represent the companies' reasonable judgments
with respect to future events and are subject to risks and uncertainties that
could cause actual results to differ materially. Such factors include, but are
not limited to, failure of the transaction to close due to regulatory or lender,
shareholder or regulatory approvals, the risk that Komag and HMT will not
successfully integrate their businesses or that the cost of such integration
will be greater than anticipated, failure of the combined company to retain and
hire key executives, technical personnel and other employees, material adverse
changes in economic and competitive conditions in the markets served by the
companies, material adverse changes in the business and financial condition of
either or both companies and their customers, uncertainties concerning
technological changes and future product performance, and substantial delay in
the expected closing of the transaction.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Investors and security holders of both HMT and Komag are advised to read the
joint proxy statement/prospectus regarding the business transaction referenced
in the foregoing information, when it becomes available, because it will contain
important information. HMT and Komag 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 HMT or Komag by directing such requests to
the respective investor relations contacts listed below.
HMT and its officers and directors may be deemed to be participants in the
solicitation of proxies from HMT 's stockholders with respect to the proposed
transaction. Information regarding such officers and directors is included in
HMT's proxy statement for its annual meeting of stockholders filed with the
Securities and Exchange Commission on June 28, 1999. This document is available
free of charge at the Securities and Exchange Commission's web site at
http://www.sec.gov and from the HMT investor relations' contacts listed below.
Komag and its officers and directors may be deemed to be participants in the
solicitation of proxies from Komag's stockholders with respect to the proposed
transaction. Information regarding such officers and directors is included in
Komag's proxy statement for its annual meeting of stockholders filed with the
Securities and Exchange Commission on April 10, 2000. This document is available
free of charge at the Securities and Exchange Commission's Web site at
http://www.sec.gov and from the Komag investor relations' contacts listed below.
Contacts:
For Komag:
Ted Siegler at (408) 576-2209 or
Russell Lemelin at (408) 576-2485
E-mail communications: ir_web@komag.com
For HMT:
Peter Norris, (510) 490-3100
Investor Relations, (510) 683-6000