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