Sep 03, 1999

Seagate Annouces Reorganization of Seagate Software Subsidiary

SCOTTS VALLEY, Calif. - Seagate Technology, Inc. (NYSE:SEG) and Seagate Software, Inc., a majority owned subsidiary of Seagate Technology, today announced that they have entered into an Agreement and Plan of Reorganization pursuant to which Seagate Software will reorganize its business. Following the reorganization and the payment to the minority stockholders of Seagate Software described below, Seagate Technology will own 100% of the outstanding stock of Seagate Software.

Seagate Software's assets consist primarily of the assets of the Information Management Group ("IMG") business as well as the shares of VERITAS common stock received from the sale of the Network and Storage Management Group business to VERITAS Software Corporation. In the reorganization, Seagate Software's stockholders and optionees will receive payment in the form of Seagate Technology common stock in return for their proportionate interest in the entire value of Seagate Software, including the IMG assets and the VERITAS common stock. In connection with the reorganization, Seagate Software has formed a new wholly-owned subsidiary into which it will transfer the IMG assets.

In reaching their decision to proceed with the reorganization, the Companies have identified several potential benefits resulting from the reorganization:

  • Since the value of the VERITAS stock is disproportionately large in comparison with the value of the IMG business, management believes that the separation of Seagate Software's VERITAS stock and the IMG business will provide a clearer incentive for employees of Seagate Software to focus on the future development of the IMG business.
  • Current and future employees of the IMG business will be able to receive stock options the value of which will be directly related to the future performance of the IMG business. Management believes that this will better incent employees to enhance the IMG business value.
  • Proceeds from future sales of VERITAS stock will be directly available to Seagate Technology for use in funding its core business and other corporate objectives.

It is currently estimated that in the reorganization approximately 8 million shares of Seagate Technology common stock will be issued to stockholders and optionholders of Seagate Software. However, the actual number of shares to be issued will not be known until immediately before the reorganization is consummated. The number of shares of Seagate Technology common stock to be issued for each outstanding share and option of Seagate Software will be determined in accordance with an exchange ratio calculated shortly prior to the reorganization. The exchange ratio will be based on the market price of Seagate Technology common stock and the per share value of Seagate Software, which is valued based on its VERITAS stock together with its IMG business.

Seagate Technology currently estimates that charges of approximately $216 million will be recorded during the quarter in which the reorganization closes. Such charges and the number of shares of Seagate Technology common stock issued in the reorganization will fluctuate depending on changes in the market prices of both Seagate Technology and VERITAS common stock between now and the effective date of the exchange offer.

The reorganization is subject to customary conditions to closing, including approval by the stockholders of Seagate Software.

A registration statement relating to the Seagate Technology common stock to be issued in the reorganization and the required vote to be held by the Seagate Software stockholders has been filed with the Securities and Exchange Commission. Solicitations for stockholders approval may not be made prior to the time the registration statement has become effective.

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For further information contact:
John Paulsen, (831) 439-2499
john_paulsen@notes.seagate.com
Woody Monroy, (831) 439-2838
woody.monroy@seagate.com

Seagate Technology, Inc. is a leading provider of technology and products enabling people to store, access, and manage information. The Company is committed to providing best-in-class products to help people get information when, where and how they want it. Seagate is the world's largest manufacturer of disc drives, magnetic discs and read-write heads, an innovator in tape drives, and a leading developer of Enterprise Information Management software. For automated news, stock and financial information by phone, dial toll-free 877-SEG-NYSE. Outside the U.S. and Canada, dial 760-704-4368.

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Seagate and Seagate Technology are registered trademarks of Seagate Technology, Inc. All trademarks are the property of their respective owners.
This press release includes forward-looking statements which are made pursuant to the "safe harbor" provision of the Private Securities Litigation Reform Act of 1995. Forward looking statements involve risks and uncertainties including, but not limited to, consummation of the reorganization and other risks detailed from time to time in the Company's Securities and Exchange Commission filings. Actual results may differ substantially from management's expectations.