Seagate Technology, Inc. - Page 7




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          These underwriting agreements prevented Read-Rite from                      
          unilaterally releasing Conner Malaysia from the restrictions on             
          sale without the underwriters’ express written consent.                     
               On October 18, 1991, Read-Rite launched its IPO, and on                
          October 26, 1991, the asset sale between Read-Rite and Conner               
          Malaysia closed.  The delivery date of the shares under the                 
          Asset Purchase Agreement was November 14, 1991.                             
               Conner Malaysia obtained a valuation by Unterberg Harris,              
          an investment banking firm, of the appropriate discount                     
          applicable to the Read-Rite shares based upon the restrictions              
          on sale.  The discount applied to the Read-Rite shares took into            
          account the lockup provisions applied to the shares.  The                   
          discounted value or book “cost” of the Read-Rite shares was                 
          calculated to be $16,648,542.  For financial reporting purposes,            
          Conner Malaysia calculated the gain realized on the sale of the             
          its assets to be $11,282,490.  This figure was derived by                   
          subtracting the book value of the assets from the discounted                
          value of the Read-Rite stock.                                               
          Pursuant to the Asset Purchase Agreement, the restrictions                  
          on Conner Malaysia’s sale of the Read-Rite stock lapsed 180                 
          days, 270 days and 1 year following the closing of the date of              
          the Read-Rite IPO.  Once the restrictions lapsed, Conner                    
          Malaysia was free to keep or sell the shares as it wished.                  








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