Silicon Investor (SI) -- The First Internet Community

STOCKTALK

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor. We ask that you disable ad blocking while on Silicon Investor in the best interests of our community. If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.

Technology Stocks : Seagate Technology - Fundamentals -- Ignore unavailable to you. Want to Upgrade?

To: Mark Madden who wrote (1833)	5/16/2000 12:34:00 AM
From: Struggling Investor	Read Replies (3) \| Respond to of 1989

Mark, I could definitely be mistaken, but I don't think there is language prohibiting what SEG can do with the assets between now and deal-time. See the SEC filing at www.freeedgar.com - I'll try to include the language at the end of this post. In a lot of ways, I wonder (as in blindly speculate) if VRTS would be a part of this deal if they had it to do over again. It seems that their stock has been somewhat tarnished, but who knows. The timing seems ironic in that it coincided with the NAZ crash. Then, again, the NAZ crash probably precipitated the VRTS freefall. However, from all I've read, Mark Leslie is an honorable man - I can't believe he's happy with this situation. And, I do sort of altruistically think he thought all the company was doing was buying their stock back - heck, they weren't even buying it back - they were getting it for free, with a potential windfall, to boot. At the time the deal was constructed, it was so sweet for VRTS, he probably would have been remiss in not accepting it on his shareholders' behalves. Who knows. This will play itself out, though, and most likely in an interesting fashion - unless we all die of frustration and boredom in the meantime! I'm glad we're still having this conversation because I think the mechanics of this deal are just so very, very wrong. Here's the section from the 8K: Under the Merger Agreement, immediately following the consummation of the Stock Purchase, a wholly-owned subsidiary of VERITAS will merge with and into Seagate Technology, with Seagate Technology to survive the merger and to become a wholly-owned subsidiary of VERITAS. We refer to this transaction herein as the Merger. VERITAS is not acquiring Seagate Technology's disc drive business or any other Seagate operating business. In the Merger, the Seagate stockholders will receive merger consideration consisting of: - Approximately 109.3 million shares of VERITAS common stock issued in exchange for the approximately 128 million shares of VERITAS common stock Seagate currently holds, - additional shares of VERITAS common stock issued in exchange for the investment securities, and, at VERITAS' election, for up to $750 million in retained cash, and - all cash on the Seagate balance sheet in excess of $800 million of cash working capital and after giving effect to VERITAS retained cash, debt repayment, taxes and other liabilities. Maybe I'm crazy, but I suspect that "other liabilities" gives the SL crowd license to do whatever they want. trish

To: Mark Madden who wrote (1833)	5/16/2000 6:32:00 PM
From: Z Analyzer	Read Replies (1) \| Respond to of 1989

<<The BOD and management's greed got them so blind they didn't seem to care how much of the stockholders value they were giving away. All they cared about is getting their grubby hands on the business and getting the future profits into their own pockets. >> I'd like to think this was a case of collective stupidity but it sure smells like unbridled greed. These guys can never again be trusted to manage anything on anyone's behalf. They did the legal equivalant of stealing from the trust of a mentally challenged individual after being named trustee. -Z