Data Domain Agrees to be Acquired by EMC for $33.50 per share, Terminates Merger Agreement with NetApp, & Cancels Special Mee...
08 Juli 2009 - 10:18PM
Business Wire
Data Domain, Inc. (NASDAQ:DDUP) announced today that it has
entered into a definitive merger agreement with EMC Corporation
(NYSE:EMC) providing for the acquisition of Data Domain by EMC.
Pursuant to the definitive merger agreement with EMC and consistent
with the tender offer previously commenced by EMC, EMC will acquire
all of the outstanding shares of Data Domain common stock for
$33.50 per share in cash.
Data Domain also announced today that it has terminated the
previously announced merger agreement with NetApp, Inc.
(NASDAQ:NTAP), as revised on June 3, 2009, and has paid NetApp a
$57 million termination fee under the terms of that merger
agreement. Data Domain has also cancelled its special meeting of
stockholders scheduled for August 14, 2009, at which stockholders
were to consider the NetApp merger.
Data Domain�s board of directors has unanimously determined that
the definitive merger agreement with EMC and the terms of the EMC
tender offer are advisable, fair to and in the best interests of
Data Domain and its stockholders, and recommends that Data Domain
stockholders tender their Data Domain shares to EMC. Data Domain
will amend its Schedule 14d-9 previously filed with the Securities
and Exchange Commission to reflect the recommendation of its board
of directors.
The EMC tender offer commenced on June 2, 2009, and is currently
scheduled to expire at 12:00 midnight, New York City time on July
17, 2009, subject to extension by EMC.
Qatalyst Partners is serving as financial advisor and Fenwick
& West LLP is serving as legal counsel to Data Domain.
About Data Domain
Data Domain� is the leading provider of deduplication storage
systems. Thousands of companies worldwide have purchased Data
Domain systems to reduce storage costs and simplify data
management. Data Domain delivers the performance, reliability and
scalability to address the data protection and nearline storage
needs of enterprises of all sizes. Data Domain products integrate
into existing customer infrastructures and are compatible with
leading enterprise backup and archive software products. To find
out more about Data Domain, visit www.datadomain.com.
Forward-Looking Statements
This report contains forward-looking statements that involve
risk and uncertainty. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements, including: statements regarding the expected completion
and effects of the tender offer and the merger, statements
regarding the ability to complete the transaction considering the
various closing conditions; any statements of expectation or
belief; and any statements of assumptions underlying any of the
foregoing. Statement regarding future events are based on the
parties� current expectations and are necessarily subject to
associated risks related to, among other things, uncertainties as
to the timing of the tender offer and merger; uncertainties as to
how many Data Domain stockholders will tender their stock in the
offer; the possibility that various closing conditions for the
transaction may not be satisfied or waived; the effects of the
transaction making it more difficult to maintain existing
relationships with employees, customers or business partners; and
other business effects, including the effects of industry, economic
or political conditions outside of Data Domain�s control. Actual
results may differ materially from those in the projections or
other forward-looking statements. For information regarding other
related risks, please see the �Risk Factors� section of Data
Domain�s filings with the Securities and Exchange Commission (the
�SEC�), including its most recent filings on Form�10-K and
Form�10-Q. Data Domain assumes no obligation and does not intend to
update these forward-looking statements.
Securities Law Disclosure
The offer to buy shares of Data Domain common stock will be made
only pursuant to the offer to purchase and related materials that
EMC has filed with the SEC. Data Domain stockholders and other
investors should read these materials carefully because they
contain important information, including the terms and conditions
of the offer. These materials and any other documents filed by EMC
or Data Domain with the SEC may be obtained free of charge at the
SEC�s website at www.sec.gov and by contacting Data Domain Investor
Relations at (408)�980-4909. In addition, investors and security
holders will be able to obtain free copies of the documents filed
with the SEC on Data Domain�s website at www.datadomain.com.
Investors and security holders are urged to read the Schedule�TO,
as amended, and the Schedule�14D-9, as amended, and the other
relevant materials before making any investment decision with
respect to the EMC tender offer. Data Domain has discontinued
solicitation of proxies for the cancelled special meeting of
stockholders.
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