<strong>Xyratex</strong> Ltd to the former shareholders of <strong>Xyratex</strong> Group Limited and (ii) the issue of new shares in<strong>Xyratex</strong> Group Limited to <strong>Xyratex</strong> Ltd.Our business began as part of IBM in 1966. We conducted our business as a manufacturing anddevelopment operation until December 1994, at which time we separated from IBM in a managementbuy-out. During our period as part of IBM, we built up significant expertise in both data storage andnetworking technologies and their related markets.Following our management buy-out, we restructured our business through acquisitions, disposals,and organic investments to form our core global storage and network technology business. Throughdivestitures we have realized approximately $200 million of proceeds, of which approximately$120 million has been returned to shareholders. These divestitures have also enabled us to makesignificant investments in research and development focused on building our core competencies ofdesigning and delivering advanced storage and networking technologies and products.In March 2003, we sold our digital broadcast technology business to management of that businessfor proceeds of $0.3 million.In September 2003, we successfully completed a private equity transaction with HgCapital, aEuropean private equity firm, pursuant to which HgCapital became one of our major shareholders. Thetransaction allowed several of our founders and our original venture capital partner to retire andcertain of our shareholders to realize their investments by selling their shares.In February 2004, we acquired the business of ZT Automation LLC, a company located inFremont, California, which develops and sells magnetic disk media handling automation technology foruse in the disk drive production process.In September 2004 we acquired the intellectual property of Beyond3, a developer of advancedoptical inspection systems based in San Jose, California.In May 2005, we acquired the business of Oliver Design, Inc, a company located in Scotts Valley,California, which develops and sells precision cleaning process technology for use in the magnetic diskmedia drive production process.In September 2005, we acquired nStor Technologies, Inc., a company which was headquartered inCarlsbad, California and listed on the American Stock Exchange and which is a developer and providerof data storage subsystems, primarily to OEMs.Item 4B: Business OverviewBusiness OverviewWe are a leading provider of modular enterprise-class data storage subsystems and storage processtechnology. We design, develop and manufacture enabling technology that provides our customers withdata storage products to support high-performance storage and data communication networks. Weoperate in two business segments: Storage and Network Systems and Storage Infrastructure. OurStorage and Network Systems products provide modular, highly scalable, high-speed, high-density,reliable and flexible data storage. Our storage subsystems support a range of high-speed communicationtechnologies and cost and performance specifications. Our modular subsystem architecture allows us tosupport many segments within the network storage market by enabling different specifications ofstorage subsystem designs to be created from a standard set of interlocking technology modules. Usingdata published by International Data Corporation, or IDC, an independent research company, on thenumber of terabytes shipped in 2004 and forecast for 2005, we estimate that we are responsible forapproximately 9% of the world wide external storage systems terabyte shipments through our OEMcustomer base. Our Storage Infrastructure products include disk drive production test systems, processautomation, servo track writers and disk cleaning systems. We believe that over 55% of all 3.5 inch disk20
drives and over 20% of all 2.5 inch drives shipped worldwide are processed utilizing either our servotrack writer or final test and qualification systems and we estimate that our Storage Infrastructurerevenues account for approximately 15% of the capital spend within the annual capital budget of thedisk drive industry. We have more than doubled our revenues from $333.7 million in our 2003 fiscalyear to $679.6 million in our 2005 fiscal year.We have over 20 years of experience in research and development relating to disk drives, storagesystems and high-speed communication protocols. This experience has enabled us to establishlong-term, strategic relationships with our customers. We believe we have been first to market withseveral data storage system and test equipment products that complement our customers’ corecompetencies and objectives. For example, we were first to market with an automated test processsolution for the disk drive manufacturing industry and first-to-market with the introduction of a switchto replace the traditional Fibre Channel loop architecture in a storage subsystem. We were also first todemonstrate Serial Attached SCSI, or SAS, storage systems with SAS host connection through SASexpander technology in 2004. In 2005 we announced a number of significant patent filings in the areasof optical backplane interconnect and revolutionary congestion management techniques required inmulti-stage switching networks. Our storage subsystem and test and process equipment products enableour customers to improve asset utilization, reduce capital costs and better focus on their value-addedobjectives.We sell our Storage and Network Systems products primarily to original equipment manufacturersor OEMs, and our Storage Infrastructure products directly to disk drive manufacturers and theircomponent suppliers. We have manufacturing, research and development and sales operations in theUnited States, Asia and Europe. We form long-term strategic relationships with our customers, whichinclude Network Appliance, Seagate Technology and Western Digital. We enter into joint developmentprojects with our key customers and suppliers in order to research and introduce new technologies andproducts. As of November 30, 2005, we had over 130 customers.We believe we derive significant advantages from the technology synergies and requirements acrossour Storage and Network Systems and Storage Infrastructure business segments. Both segments requirethe integration of many types of high-speed disk drive technologies into a range of high-density,high-availability, scalable solutions.Industry OverviewThe last decade has seen a dramatic increase in the volume of data that is being captured,processed, stored and manipulated as digital information. This information is generated from manysources, including critical business applications, e-mail communications, the Internet and multimediaapplications, which have collectively fueled an increase in demand for data storage capacity.Additionally, regulatory requirements and company policies requiring data preservation are expandingthe use of storage resources in enterprise environments. According to IDC, worldwide external diskstorage systems shipments in 2004 were 784.2 petabytes with shipments expected to reach 8,027.2petabytes in 2009, representing a compound annual growth rate of 59.2%. A petabyte is a unit ofmeasurement equal to one million gigabytes of information.Another industry trend is in the increasing use of disk based storage systems to meet the storagerequirements of recent compliance regulations, back up and video archive applications. Theseapplications have previously been dominated by magnetic tape technology but with the emergence ofcapacity optimized disk drive technology the opportunity has moved towards disk drive solutions.According to IDC in a mid 2005 update report, the revenue for storage systems containing capacityoptimized disk drive technology will grow from $1.7 billion in 2004 to $10.2 billion in 2009,representing a compound growth rate of 42.4%.21
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