- Symantec expects to receive
approximately $6.3 billion in net cash proceeds
- Raises stock repurchase program to $2.6
billion and maintains dividend at $0.15
Symantec Corp. (NASDAQ:SYMC) today announced that it has entered
into a definitive agreement to sell its information management
business, known as Veritas, to an investor group led by The Carlyle
Group together with GIC, Singapore’s sovereign wealth fund, and
other expected co-investors for $8 billion in cash. The
transaction, which was unanimously approved by Symantec's Board of
Directors, is expected to close by January 1, 2016.
Upon closing of the transaction, Symantec expects to receive
approximately $6.3 billion in net cash proceeds, subject to certain
customary post-closing adjustments. Symantec will take a
comprehensive and disciplined approach to capital deployment
focused on both returning capital to shareholders and investing in
the business. The Symantec Board has authorized a $1.5 billion
increase to its existing share repurchase program, bringing the
total to $2.6 billion, with $2 billion expected to be returned to
shareholders over the 18 month period following the close of the
transaction. The Board has also determined that Symantec will
maintain its quarterly cash dividend of $0.15 per common share,
which represents an overall increase to the company’s dividend
payout ratio post-separation. Between its dividend and share
repurchases, Symantec expects to return about 120% of its after-tax
domestic cash proceeds from the sale to its shareholders.
Michael A. Brown, Symantec president and CEO, said, “This
transaction strengthens our financial foundation, paving the way
for Symantec to grow its security business and increase its lead as
the world’s largest cybersecurity company. We believe the agreement
with the investors, including The Carlyle Group and GIC, delivers
an attractive and certain value for the Veritas business, and is in
the best interests of all stakeholders.”
The Symantec Board of Directors explored a variety of strategic
alternatives to maximize the value of Veritas. In reaching the
conclusion that the sale agreement is in the best interest of
Symantec shareholders, the Symantec Board considered, among other
things, that:
- The transaction delivers and generates
the best value of the Veritas business for Symantec shareholders
and delivers certainty in the valuation of a standalone
Veritas.
- The all-cash transaction provides
Symantec with significant proceeds to continue organic and
inorganic investments in the rapidly growing market for security
products and services, and to support its capital return
initiatives through the purchase of common stock and its dividend.
Symantec has returned more than $10 billion to shareholders in the
past ten years and remains committed to returning significant cash
to shareholders.
- The increased certainty of a sale
simplifies the separation process for Veritas customers, partners
and employees.
John Gannon, Symantec Executive Vice President and Veritas
General Manager, said, “Since the Board first announced the
separation of Veritas, we have been preparing the company to
operate independently and evolving our business strategy, while
continuing to deliver industry-leading solutions to our customers.
We are thrilled to partner with The Carlyle Group and GIC, which
have a strong track record of successfully growing businesses and
share our dedication to Veritas’ strategy and success. Veritas will
continue to provide next-generation information management
solutions to serve the world’s largest and most complex
environments, including multiple cloud deployments, managed
services and on-premise infrastructure.”
The Carlyle Group has announced separately that Bill Coleman and
Bill Krause will become CEO and Chairman, respectively, of Veritas
upon closing of the transaction.
Carlyle Managing Directors Patrick McCarter and Cam Dyer said,
“Veritas is a market innovator with global scale, an iconic brand,
and significant growth potential. Bill Coleman is a proven leader
whose strategic vision and strong execution skills will leverage
Veritas’ new-found position as a private, stand-alone company to
grow the firm and provide customers an integrated information
management solution. Our significant experience investing in
software businesses, as well as our extensive experience with
carve-out transactions, positions us well to support Bill and the
existing management team in creating value at Veritas.”
The transaction is subject to regulatory approvals and other
closing conditions. BofA Merrill Lynch, Morgan Stanley & Co.
LLC, UBS Investment Bank and Jefferies have agreed to provide debt
financing for the transaction.
J.P. Morgan Securities LLC is serving as financial advisor to
Symantec and Fenwick & West LLP and Baker & McKenzie LLP
are serving as legal counsel. BofA Merrill Lynch, Morgan Stanley
& Co. LLC, and UBS Investment Bank are serving as financial
advisors to Carlyle and GIC. Alston & Bird LLP, Allen &
Overy, Latham & Watkins LLP, and Covington & Burling LLP
represented The Carlyle Group. Ropes & Gray LLP and Sidley
Austin LLP represented GIC.
Conference Call
Management will discuss the details of this transaction and its
first quarter fiscal year 2016 results on a conference call
scheduled for today, August 11, 2015, at 8:30 a.m. ET/5:30 a.m. PT.
Interested parties may access the conference call on the Internet
at http://www.symantec.com/invest. To listen to the live call,
please go to the website at least 15 minutes early to register,
download and install any necessary audio software. A replay and our
prepared remarks will be available on the investor relations home
page shortly after the call is completed. Symantec today also
issued a press release regarding its first quarter fiscal year 2016
results.
About Symantec
Symantec Corporation (NASDAQ: SYMC) is an information protection
expert that helps people, businesses and governments seeking the
freedom to unlock the opportunities technology brings -- anytime,
anywhere. Founded in April 1982, Symantec, a Fortune 500 company,
operating one of the largest global data-intelligence networks, has
provided leading security, backup and availability solutions for
where vital information is stored, accessed and shared. The
company's more than 19,000 employees reside in more than 45
countries. Ninety-nine percent of Fortune 500 companies are
Symantec customers. In fiscal 2015, it recorded revenues of $6.5
billion. To learn more go to www.symantec.com or connect with
Symantec at: http://www.symantec.com/social/.
Symantec and the Symantec Logo are trademarks or registered
trademarks of Symantec Corporation or its affiliates in the U.S.
and other countries. Other names may be trademarks of their
respective owners.
About The Carlyle Group
The Carlyle Group (NASDAQ: CG) is a global alternative asset
manager with $193 billion of assets under management across 128
funds and 159 fund of funds vehicles as of June 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.
www.carlyle.com
About GIC
GIC is a leading global investment firm that is uniquely
positioned for long-term and flexible investments across a wide
range of asset classes, including public equities, fixed income,
real estate, and private equity. Established in 1981, the firm
manages Singapore's foreign reserves. In private equity, GIC
invests through funds as well as directly in companies, partnering
with its fund managers and management teams to help world class
businesses achieve their objectives. GIC employs more than 1,200
people across offices in Singapore, Beijing, London, Mumbai, New
York, San Francisco, São Paulo, Seoul, Shanghai, and Tokyo. For
more information, please visit www.gic.com.sg.
Forward-Looking Statements
This press release contains statements regarding the pending
sale of our information management business to The Carlyle Group,
which may be considered forward-looking within the meaning of the
U.S. federal securities laws, including statements regarding the
expected benefits to be realized as a result of the sale;
statements with respect to our anticipated proceeds from the sale
and our expected use of such proceeds; statements with respect to
our continuation of our current dividend; and statements with
respect to the proposed timing of the closing of the sale. These
statements are subject to known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or
achievements to differ materially from results expressed or implied
in this press release. Such risk factors include those related to:
receiving all regulatory approvals, satisfying all closing
conditions and consummating the pending transaction; separation of
the company into the security business and the information
management business; general economic conditions; maintaining
customer and partner relationships; fluctuations in tax rates and
currency exchange rates; the timing and market acceptance of new
product releases and upgrades; the successful development of new
products, and the degree to which these products and businesses
gain market acceptance. Actual results may differ materially from
those contained in the forward-looking statements in this press
release. We assume no obligation, and do not intend, to update
these forward-looking statements as a result of future events or
developments. Additional information concerning these and other
risks factors is contained in the Risk Factors section of our Form
10-K for the year ended April 3, 2015.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150811005624/en/
Symantec Corp.Media ContactKristen Batch,
650-527-5152kristen_batch@symantec.comInvestor ContactSean
Hazlett, 650-527-6273sean_hazlett@symantec.com
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