Symantec Corp. (NASDAQ:SYMC) and The Carlyle Group (NASDAQ:CG) today
announced that they have amended the purchase agreement for Carlyle’s
acquisition of Symantec’s Veritas information management business. Under
the amended terms, the purchase price will be $7.4 billion. Symantec and
Carlyle also agreed to increase the amount of offshore cash remaining in
Veritas from $200 million to $400 million, which will result in a net
consideration to Symantec of $7 billion. This consideration will consist
of $6.6 billion in cash and a $400 million equity interest in Veritas.
Upon closing of the transaction, Symantec expects to receive
approximately $5.3 billion in after-tax cash proceeds and the equity
interest in Veritas compared to $6.3 billion after-tax proceeds under
the prior purchase agreement.
Symantec and Carlyle entered into the amended terms after uncertainties
developed regarding the transaction. Both Symantec and Carlyle believe
that all key conditions to closing have been satisfied and intend to
close the transaction on January 29, 2016.
Michael A. Brown, Symantec president and CEO, said, “In a difficult
environment, we can move forward with a high degree of certainty around
closing a transaction that represents attractive value for shareholders.
In addition, this transaction will allow Symantec to further focus and
accelerate its strategy as the world’s leading cybersecurity company.”
Peter Clare, Carlyle Managing Director and Co-Head of US Buyouts, said,
“Carlyle remains excited about the long-term value creation opportunity
at Veritas and looks forward to closing the acquisition on January 29th.”
J.P. Morgan Securities LLC is serving as financial advisor to Symantec
and Fenwick & West LLP is serving as legal counsel to Symantec. Alston &
Bird LLP and Latham & Watkins LLP are serving as legal counsel to
Carlyle.
About Symantec
Symantec Corporation (NASDAQ: SYMC) is the global leader in
cybersecurity. Operating one of the world’s largest cyber intelligence
networks, we see more threats, and protect more customers from the next
generation of attacks. We help companies, governments and individuals
secure their most important data wherever it lives.
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About The Carlyle Group
The Carlyle Group (NASDAQ: CG) is a global alternative asset manager
with $188 billion of assets under management across 126 funds and 160
fund of funds vehicles as of September 30, 2015. Carlyle's purpose is to
invest wisely and create value on behalf of its investors, many of whom
are public pensions. Carlyle invests across four segments – Corporate
Private Equity, Real Assets, Global Market Strategies and investment
Solutions – in Africa, Asia, Australia, Europe, the Middle East, North
America and South America. Carlyle has expertise in various industries,
including: aerospace, defense & government services, consumer & retail,
energy, financial services, healthcare, industrial, real estate,
technology & business services, telecommunications & media and
transportation. The Carlyle Group employs more than 1,700 people in 35
offices across six continents.
Forward-Looking Statements
This press release contains statements regarding the closing and
benefits of Symantec’s sale of Veritas to The Carlyle Group, which may
be considered forward-looking within the meaning of the U.S. federal
securities laws. These statements are subject to known and unknown
risks, uncertainties and other factors that may cause such timing to
differ from that expressed or implied in this press release. Such risk
factors include the risk of continued satisfaction of the closing
conditions set forth in the definitive agreement for the transaction,
the risk that the transaction may not be completed when expected, and
risks associated with the future value of Symantec’s equity interest in
the Veritas acquiror. We assume no obligation, and do not intend, to
update these forward-looking statements as a result of future events or
developments.
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