Seagate 2010 Annual Report Download - page 39

Table of Contents
If we do not realize the expected benefits of our Strategic Alignment with Samsung, our business and financial condition may be materially
impaired.
We may not achieve the desired benefits from our strategic alignment with Samsung. If we cannot successfully integrate the assets we
acquire from Samsung into our operations, we may experience negative consequences to our business, financial condition or results of
operations. The integration of the assets that we acquire from Samsung into our business will involve a number of risks, including, but not
limited to:
• Diversion of senior management's attention from the management of daily operations to the integration of the acquired assets into
our business;
•
The potential that we do not successfully integrate the employees that we hire from Samsung's hard disk drive business into our
business;
• The potential loss of key customers or suppliers of Samsung's hard disk drive business who do not choose to do business with us;
•
The potential that key customers do not accept new products of the combined company;
• The potential that we do not successfully coordinate sales and marketing efforts to communicate the capabilities of the combined
company;
•
Potential revenue attrition in excess of anticipated levels;
•
The potential that we do not qualify the combined company's products as a primary source of supply with OEM customers on a
timely basis or at all;
•
The risk of higher than anticipated costs in continuing support and development of acquired products;
•
Difficulties and uncertainties in achieving anticipated cost reductions and operational synergies;
• Potential difficulties integrating manufacturing and design processes and controls;
• Potential difficulties integrating and harmonizing financial reporting systems; and
•
Potential incompatibility of technology and systems.
Even if we are able to successfully integrate the assets that we acquire from Samsung into our business, we may not be able to realize the
cost savings, synergies and growth that we anticipate from this transaction in the timeframe we currently expect, and the costs of achieving these
benefits may be higher than we currently expect, because of a number of risks, including but not limited to:
•
The possibility that the transaction may not further our business strategy as we expected;
• Our operating results or financial condition may be adversely impacted by liabilities that we assume in the transaction; and
• The risk of intellectual property disputes with respect to the acquired assets.
As a result of these risks, the transaction may not contribute to our earnings as we expected, we may not achieve expected cost synergies
when expected, or at all, and we may not achieve the other anticipated strategic and financial benefits of this transaction.
The issuance of our ordinary shares to Samsung in connection with the asset purchase agreement will dilute the holdings of our existing
shareholders.
In connection with the asset purchase agreement with Samsung, we expect to issue approximately 45.2 million shares of our ordinary shares
to Samsung, representing over 10% of our outstanding ordinary
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