-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KbfZ2f//adQ6UYwU/6/ZZJCJlbUHon9ko+X40t0Np/N72nJaBQCRQRHmxm2WR1NN wQmDEIjVgnwTWrJptKODxg== 0000950149-00-000910.txt : 20000427 0000950149-00-000910.hdr.sgml : 20000427 ACCESSION NUMBER: 0000950149-00-000910 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000426 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HMT TECHNOLOGY CORP CENTRAL INDEX KEY: 0001005967 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 943084354 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-27586 FILM NUMBER: 609652 BUSINESS ADDRESS: STREET 1: 1055 PAGE AVE CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5104903100 MAIL ADDRESS: STREET 1: 1055 PAGE AVENUE CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KOMAG INC /DE/ CENTRAL INDEX KEY: 0000813347 STANDARD INDUSTRIAL CLASSIFICATION: MAGNETIC & OPTICAL RECORDING MEDIA [3695] IRS NUMBER: 942914864 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 1710 AUTOMATION PWY CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4085762000 MAIL ADDRESS: STREET 1: 1704 AUTOMATION PWY CITY: SAN JOSE STATE: CA ZIP: 95131 425 1 425 1 Filed by Komag, Incorporated Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed Pursuant to Rule 14a-12 under the Securities and Exchange Act of 1934. Subject Company: HMT Technology Corp. Commission File No. 000-27586 KOMAG, INCORPORATED E-MAIL COMMUNICATION CONCERNING TRANSACTION INVOLVING KOMAG, INCORPORATED AND HMT TECHNOLOGY CORP Communication to Komag Employees WHAT ARE THE BENEFITS OF THIS MERGER? The data storage industry has profoundly changed over the last 3 years. Critical for companies today is the ability to meet time-to-market demands at the lowest possible cost. The merger is a vital strategic move that creates the most compelling value proposition in the media world. The technology groups of the two companies, when combined, will provide the best possible technology to the industry. We expect to be in a position to qualify for every major new program at our customers. Not only will the combined company be in a more financially viable position to serve the independent drive makers, the new company will also be in a better position to be the vendor of choice for the vertically-integrated drive-makers. WHAT ARE THE TERMS OF THE AGREEMENT? Each company's board of directors unanimously approved the terms of a definitive merger agreement. Under the terms of the definitive merger agreement, each issued and outstanding share of HMT stock will be converted into 0.9094 shares of Komag stock. The companies have agreed to merge in a tax-free transaction to be accounted for under purchase accounting. WHAT IS GOING TO HAPPEN? A joint transition team, led by T.H. Tan, President & CEO of Komag, and Ron Buschur, President and COO of HMT, will develop a plan for merging and streamlining the management of both companies after the "close". The deal is expected to be completed during the third calendar quarter. Between now and the "close", both companies will operate as they do today. 2 HOW WILL EMPLOYEES BE AFFECTED BY THE MERGER? Even though this is an important strategic step for both companies, people's job's are ultimately affected and some jobs will be eliminated as the companies combine. As we consolidate, ALL EMPLOYEES WILL BE TREATED EQUALLY AND FAIRLY. Plans will be communicated to all employees as quickly as possible. Change of this nature can be unsettling to everyone involved. Both Komag and HMT are committed to making this the most positive, productive transition for all concerned. In the big picture, the data storage industry has changed, but it continues to grow and data storage does matter! By combining Komag and HMT, the resulting company will have proactively and methodically positioned itself to be a leading player in the new media frontier. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These statements regarding, among other things, the expected cost structure and cash flow of the combined company, represent the companies' reasonable judgments with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially. Such factors include, but are not limited to, failure of the transaction to close due to regulatory or lender, shareholder or regulatory approvals, the risk that Komag and HMT will not successfully integrate their businesses or that the cost of such integration will be greater than anticipated, failure of the combined company to retain and hire key executives, technical personnel and other employees, material adverse changes in economic and competitive conditions in the markets served by the companies, material adverse changes in the business and financial condition of either or both companies and their customers, uncertainties concerning technological changes and future product performance, and substantial delay in the expected closing of the transaction. WHERE YOU CAN FIND ADDITIONAL INFORMATION Investors and security holders of both HMT and Komag are advised to read the joint proxy statement/prospectus regarding the business transaction referenced in the foregoing information, when it becomes available, because it will contain important information. HMT and Komag expect to mail a joint proxy statement/prospectus about the transaction to their respective stockholders. Such joint proxy statement/prospectus will be filed with the Securities and Exchange Commission by both companies. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus (when available) and other documents filed by the companies at the Securities and Exchange Commission's web site at http://www.sec.gov. The joint proxy statement/prospectus and such other documents may also be obtained from HMT or Komag by directing such requests to the respective investor relations contacts listed below. HMT and its officers and directors may be deemed to be participants in the solicitation of proxies from HMT 's stockholders with respect to the proposed transaction. Information regarding such officers and directors is included in HMT's proxy statement for its annual meeting of stockholders filed with the Securities and Exchange Commission on June 28, 1999. This document is available free of charge at the Securities and Exchange Commission's web site at http://www.sec.gov and from the HMT investor relations' contacts listed below. Komag and its officers and directors may be deemed to be participants in the solicitation of proxies from Komag's stockholders with respect to the proposed transaction. Information regarding such officers and directors is included in Komag's proxy statement for its annual meeting of stockholders filed with the Securities and Exchange Commission on April 10, 2000. This document is available free of charge at the Securities and Exchange Commission's Web site at http://www.sec.gov and from the Komag investor relations' contacts listed below. Contacts: For Komag: Ted Siegler at (408) 576-2209 or Russell Lemelin at (408) 576-2485 E-mail communications: ir_web@komag.com For HMT: Peter Norris, (510) 490-3100 Investor Relations, (510) 683-6000 -----END PRIVACY-ENHANCED MESSAGE-----