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Technology Stocks : Disk Drive Sector Discussion Forum -- Ignore unavailable to you. Want to Upgrade?


To: Sam who wrote (8417)6/19/2000 5:29:00 PM
From: Gus  Read Replies (1) | Respond to of 9256
 
The legal hijacking of SEG is now expected to close in the 1Q2001 quarter instead of the 3Q2000 quarter. That may indicate that they don't enough institutional votes yet. The timing of the close during the seasonal high tide for funds flow may indicate what they think of the greater availability of greater fools to eventually absorb the supply being accumulated by the arbs friendly to them.

Also, we now have a better look at the legal obstacles:

The 17 Delaware court cases filed to date have been consolidated into one case. "The principal relief sought in the Delaware action is a judgment ordering the individual defendants to carry out their fiduciary duties and payment of an unspecified sum in damages."

The 5 California court cases filed to date have NOT yet been consolidated. "The principal relief sought in the
California actions is certification of the putative class, an injunction against the stock purchase and merger, recission of the stock purchase and merger in the event that they are consummated, and payment of an unspecified sum in damages."

From SEG/VRTS/Silver Lake SEC filing:

LEGAL PROCEEDINGS RELATED TO THE STOCK PURCHASE AND THE MERGER

After the announcement of the stock purchase and merger, seventeen putative
class action lawsuits were filed in the Chancery Court of Delaware alleging that
Seagate and its directors breached their fiduciary duties in connection with the
stock purchase and merger. VERITAS was also named as a defendant in certain of
the lawsuits. On April 8, 2000, those seventeen lawsuits were consolidated into
one action by order of the Delaware Chancery Court. On April 19, 2000, Seagate
and its directors were served with an amended and consolidated class action
complaint. At that time, certain of Seagate's officers, VERITAS, and Silver Lake
Partners were named as defendants. On May 1, 2000, the plaintiffs filed a motion
for class action determination, seeking certification of the Delaware action as
a class action lawsuit. The principal relief sought in the Delaware action is a
judgment ordering the individual defendants to carry out their fiduciary duties
and payment of an unspecified sum in damages. Seagate, VERITAS and Silver Lake
Partners believe that the Delaware action is without merit and intend to contest
it vigorously.

In addition to the Delaware action, five putative class action lawsuits
were filed in California Superior Court, also alleging that the directors and
certain of the officers of Seagate breached their fiduciary duties in connection
with the stock purchase and merger. VERITAS and Silver Lake Partners are also
named as defendants in certain of these lawsuits. No proceedings of substance
have yet occurred in the California actions. The principal relief sought in the
California actions is certification of the putative class, an injunction against
the stock purchase and merger, recission of the stock purchase and merger in the
event that they are consummated, and payment of an unspecified sum in damages.
Seagate, VERITAS and Silver Lake Partners believe that the California actions
are without merit and intend to contest them vigorously.

sec.gov

From SEG's latest 10Q:

All of the transactions contemplated by the SAC transaction and the Merger
are herein referred to as the Veritas/Silver Lake transaction. The
Veritas/Silver Lake transaction is expected to close in the first quarter
of fiscal year 2001, subject to the approval of VERITAS and Seagate
stockholders, funding of the debt commitments and clearance by the U.S.
Securities and Exchange Commission, as well as clearance under antitrust
laws and other customary closing conditions. The Company expects that while
the Veritas/Silver Lake transaction is pending, the value of Seagate common
stock will depend primarily on the value of VERITAS common stock.

sec.gov

From 3/30/2000 press release:

The transaction is expected to close in the third quarter of 2000, subject to
the approval of VERITAS Software and Seagate stockholders, funding of the debt
commitments and clearance by the U.S. Securities and Exchange Commission, as
well as clearance under antitrust laws and other customary closing conditions.

seagate.com