Samsung Sells Hard Drive Business to Seagate for $1.375 Billion

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News Posted: Tue, Apr 19 2011 12:01 PM
Well that was fast. A day after an anonymous source told The Wall Street Journal that Samsung was shopping its hard drive business in hopes of raising $1.5 billion, the electronics maker found a buyer. Seagate today announced a "broad strategic alignment" with Samsung that, among other things, will give Seagate control of Samsung's struggling hard drive business in a deal worth $1.375 billion (half in cash, the other half in stock).

Under terms of the deal, Seagate agrees to supply disk drives to Samsung for PCs, notebooks, and consumer electronics. The deal extends beyond hard drives and also extends and expands the existing cross-license agreement between the two companies, as well as a new NAND flash memory supply agreement that has Samsung providing Seagate with semiconductor products for use in Seagate's enterprise SSD, solid state hybrid drives, and other products.


And just like that, Samsung is now out of the hard drive game with plenty of cash to spend on other ventures. In addition, Samsung now owns a 9.6 stake in Seagate, further entangling these companies as both move forward hand-in-hand.

Prior to the deal, Seagate claimed about a 29 percent of the HDD market, trailing behind Western Digital, which bumped up its share to about 50 percent after acquiring HItachi's HDD business for around $4.3 billion in cash and stock.
Seagate and Samsung Announce Broad Strategic Alignment
Samsung to Combine Hard Disk Drive Operations into Seagate
Companies to Enter Into Extensive Supply and Cross-Licensing Agreements
Samsung to Receive Significant Equity Ownership in Seagate

SCOTTS VALLEY, Calif. - April 19, 2011 - Seagate Technology plc (NASDAQ: STX), the world leader in hard disk drives and storage solutions, and Samsung Electronics Co., Ltd., a world leader in digital consumer electronics and information technology, today announced that they have entered into a definitive agreement under which Seagate and Samsung will significantly expand and strengthen their strategic relationship by further aligning their respective ownership, investments and key technologies. Major elements of the agreement include:

  • Samsung combining its hard disk drive (HDD) operations into Seagate
  • Extending and enhancing the existing patent cross-license agreement between the companies
  • A NAND flash memory supply agreement under which Samsung will provide Seagate with its market-leading semiconductor products for use in Seagate’s enterprise solid state drives (SSDs), solid state hybrid drives and other products
  • A disk drive supply agreement under which Seagate will supply disk drives to Samsung for PCs, notebooks and consumer electronics
  • Expanded cooperation between the companies to co-develop enterprise storage solutions
  • Samsung receiving significant equity ownership in Seagate
  • A shareholder agreement under which an executive of Samsung will be nominated to join Seagate’s Board of Directors

The combined value of these transactions and agreements is approximately $1.375 billion USD, which will be paid by Seagate to Samsung in the form of 50% stock and 50% cash.

These transactions and related strategic agreements will enable both companies to better align their current and future product development efforts and roadmaps, accelerate time-to-market for new products and position the companies to better address rapidly evolving opportunities in markets including, but not limited to, mobile computing, cloud computing and solid state storage. In connection with its strategic alliance with Samsung, Seagate expects also to strengthen its relationship with TDK Corporation/SAE Magnetics (H.K.) Ltd. Together, these transactions and agreements broaden a strategic relationship between Seagate and Samsung that began with a joint development agreement announced in August 2010.

“We are pleased to strengthen our strategic relationship with Samsung in a way that better aligns both companies around technologies and products,” said Steve Luczo, Seagate chairman, president and CEO. “With these agreements, we expect to achieve greater scale and deliver a broader range of innovative storage products and solutions to our customers, while facilitating our long-term relationship with Samsung.”

Seagate expects these transactions and agreements to be meaningfully accretive to non-GAAP diluted earnings per share and cash flow within the first full year following the closing, and Seagate does not expect any material restructuring costs in connection with them. 

“Delivering value to the market and consumers is the primary goal of the extensive agreement announced today. Samsung looks forward to extending our existing strategic ties with Seagate, to deliver creative technology solutions for a broad diversity of consumer, business and industrial applications,” said Oh-hyun, Kwon, president of the semiconductor business of Samsung Electronics.

The transactions and agreements significantly expand Seagate’s customer access in China and Southeast Asia. In addition, the mutual supply agreements enable Seagate to secure an important source of leading-edge NAND flash supply as the company expands its SSD and solid state hybrid product offerings, and position Seagate to be a more significant supplier of disk drives to Samsung. The agreement also gives Samsung a significant ownership position in Seagate.

Under the terms of the agreement, Samsung will receive consideration consisting of 50% Seagate ordinary shares and 50% cash. Upon closing, Samsung will receive Seagate ordinary shares valued at $687.5 million (45.2 million shares, or approximately 9.6% ownership of Seagate, which is based on Seagate’s 30-day volume weighted average stock price prior to signing), plus $687.5 million in cash. Samsung will have a right to designate a nominee to j oin Seagate’s Board of Directors following closing.

The agreement has no financing contingencies, and is subject to customary closing conditions, including review by U.S. and international regulators. The transactions are expected to close by the end of calendar year 2011.

Morgan Stanley & Co. Incorporated served as financial advisor and Wilson Sonsini Goodrich & Rosati, Professional Corporation served as legal advisor to Seagate in connection with the transaction. Allen & Company LLC served as financial advisor and Paul, Hastings, Janofsky & Walker LLP served as legal advisor to Samsung.

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That was quick! Nice to see Seagate adding to it's market share. They almost got the full asking price too. How much of the cash do you think to go towards legal fees with the upcoming battle against apple.

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So now the HDD market is basicly Seagate and WD at 90% + of the market?

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Well I guess we now know the answer to who was going to buy Samsung's HDD unit. Good for Seagate and good for Samsung to get rid of a unit that was not making them money. I wonder if they are going to reinvest the money they made in SSD's lol

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OSunday replied on Tue, Apr 19 2011 8:30 PM

Samsung had to find a way to raise money to fight apple for stealing their Iphone patents : p

Maybe now with Western Digital and Seagate dominating a majority of the HDD markets, the companies can afford to invest/produce some SSD's that don't require selling a kidney on the black market in order to get one with some decent storage capabilities

I'm curious as to what apple is going to do for their supply of SSD's and NAND Flash since it was previously provided by Samsung, will Samsung and Apples agreement carry over to Seagate as well?

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pjnissim replied on Tue, Apr 19 2011 8:58 PM

Huge for Seagate, as if they weren't a power player already. But like the article states this is a big advancement for Seagate in Asia.

I would've taken half in cash and half in coupons, but you know, stocks are good.

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HHGrrl replied on Tue, Apr 19 2011 9:48 PM

Sounds good for both companies. Hopefully consumers will benefit from this as well.

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Super Dave replied on Tue, Apr 19 2011 10:17 PM

There is no way that this is going to benefit us consumers as fewer manufacturers = less competition and less innovation.Tongue Tied Take a look at what happened shortly after Seagate's acquisition of Maxtor back in 2006 HERE.

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AKwyn replied on Tue, Apr 19 2011 11:44 PM

Now I wonder how long before Toshiba and TrekStor get scooped up?

 

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jonation replied on Tue, Apr 19 2011 11:45 PM

but really how much innovation is left in mechanical drives?

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Didn't WD acquire Hitachi's hard drive bussiness a while ago? Anyway it's nice to see Seagate hanging in there. I'd hate for my choices to be limited any further when I go to buy a HDD.

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Well this makes it that much easier to decide which HDDs to buy...

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Then the SSDs take over and all these HDDs will go down in price even with little competitiion.

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Very very interesting. Didn't Samsung have some damn good reliable HDDs on the market? I hope those dont leave

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rapid1 replied on Wed, Apr 20 2011 6:04 PM

Actually as soon as I saw this pop up I figured Seagate was gonna grab it because of WD picking up that drive manufacturer they picked up a month or so ago. It is also probably good for us in two ways, one 2 uber giant strong HD manufacturers, and maybe Sammy will start making SSD's now to! They are the biggest memory producer in the world, and I'd imagine also have more R&D than anyone as well!

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