EMC Increases Its All-Cash Offer To Acquire Data Domain to $33.50 Per Share

Mon Jul 6, 2009 8:00am EDT
 
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- EMC's All-Cash Offer Clearly Superior to NetApp Proposal

HOPKINTON, Mass., July 6 /PRNewswire/ -- EMC Corporation (NYSE: EMC) today
announced that it has increased its offer to acquire all the outstanding
common stock of Data Domain, Inc. (Nasdaq: DDUP) to $33.50 per share in cash,
for a total enterprise value of approximately $2.1 billion, net of Data
Domain's cash.  In submitting its revised proposal to Data Domain's Board of
Directors, EMC emphasized that its all-cash offer is clearly superior to the
$30 per share stock-and-cash proposal from NetApp.  EMC has removed from its
definitive agreement all deal protection provisions that could further impede
the maximization of stockholder value for Data Domain stockholders, and urged
the Data Domain Board to do the same.  EMC is prepared to close the
transaction within two weeks, which is almost a month faster than the NetApp
proposal.

The Superiority of EMC's All-Cash Offer  

Joe Tucci, EMC Chairman, President and CEO, in a letter sent today to Aneel
Bhusri, Chairman of the Board of Directors of Data Domain, emphasized the
superiority of EMC's all-cash offer compared to NetApp's proposed stock and
cash offer. In his letter, Mr. Tucci pointed out that:

    --  EMC's proposal provides higher absolute value for each Data Domain
        share.
    --  EMC's all-cash proposal offers greater certainty of value to Data
        Domain stockholders.
    --  EMC's proposal offers a faster time to completion by almost a month
        than under the NetApp proposal.




Additionally, EMC's definitive agreement has removed all deal protection
provisions -- including any break-up fee obligation -- that could further
impede the maximization of stockholder value for Data Domain stockholders. 
The letter from Mr. Tucci urges Data Domain's Board to pledge to do the same
in order to maximize value for Data Domain stockholders.  The letter states
EMC's view that, "Data Domain does not have any justification for continuing
deal protection provisions for NetApp or any other party given our willingness
to proceed without them," and that, "It was questionable agreeing to deal
protections in your initial agreement with NetApp, when you knew of our
interest in acquiring the company.  There is no basis for continuing with them
now."

EMC's proposal is not subject to any financing, due diligence or regulatory
contingency.  EMC will use existing cash balances to finance the transaction.

Mr. Tucci said, "The combination of EMC and Data Domain is strategically
beneficial to both organizations and, when consummated, will deliver
substantial and superior benefits to Data Domain stockholders as well as our
respective customers, employees and partners.  Over the past several weeks
we've received strong support from many Data Domain stockholders and
customers, validating our belief that EMC is Data Domain's best choice.  With
regulatory requirements now fulfilled, and in light of the clearly superior
proposal we submitted to Data Domain's Board of Directors today, we expect
Data Domain to sign our definitive agreement that will deliver superior value
in cash to the Data Domain stockholders in as little as two weeks."

EMC Receives Regulatory Approval 

The U.S. Federal Trade Commission has granted EMC early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
(HSR) concluding the regulatory review process and removing all regulatory
conditions required to proceed with its purchase of Data Domain.

EMC Extends Tender Offer 

Finally, EMC amended the terms of its tender offer to reflect its revised
proposal to acquire all of the outstanding common stock of Data Domain for
$33.50 per share in cash.  EMC has also extended the expiration date of the
offering period, as required by federal securities law.  The offering period
now expires at 12:00 midnight Eastern Daylight Time (EDT) on July 17, 2009.

The tender offer is being transacted through Envoy Merger Corporation, a
wholly owned subsidiary of EMC formed for the purpose of making the offer. 
Approximately 195,353 shares of Data Domain common stock, representing
approximately 0.32% of the common stock outstanding, have been tendered as of
5:00 p.m. EDT on July 2, 2009.

Text of EMC's Letter to Data Domain's Board Chairman

The full text of the letter that EMC sent to the Chairman of the Data Domain
Board of Directors follows below:

    July 6, 2009

    Mr. Aneel Bhusri
    Chairman of the Board of Directors
    Data Domain, Inc.
    2421 Mission College Boulevard
    Santa Clara, California  95054

    Dear Aneel:

    On behalf of EMC, I am pleased to submit to you and your Board of
    Directors this revised proposal to acquire all outstanding Data Domain
    common stock for $33.50 per share in cash.  This price represents a
    substantial premium to the cash and stock proposal of NetApp and is a
    Superior Proposal as defined in your merger agreement with NetApp.  The
    Board of Directors of EMC has unanimously approved this proposal.

    As with our prior proposal, EMC's revised proposal is not subject to any
    financing or due diligence contingency, and we will use existing cash
    balances to finance the transaction.  In addition, we have received all
    necessary regulatory approvals.  We are amending our currently outstanding
    tender offer to acquire all of the outstanding shares of Data Domain to
    reflect our higher price.

    We enclose a revised definitive agreement that has been executed on behalf
    of EMC and which reflects our new $33.50 per share, all cash offer.  This
    agreement is substantially identical to the NetApp proposal except as to
    the fact that the EMC offer:

        -- Is materially higher in price;
        -- Reflects our faster two-step structure, which will enable you to
           close almost a month faster than under the NetApp proposal; and,
        -- Very importantly, eliminates all deal protection provisions that
           could further impede the maximization of stockholder value,
           including the no solicitation section and the break-up fee
           obligation.


    This last point is very significant to you and your stockholders.  Data
    Domain does not have any justification for continuing deal protection
    provisions for NetApp or any other party given our willingness to proceed
    without them. It was questionable agreeing to deal protections in your
    initial agreement with NetApp, when you knew of our interest in acquiring
    the company. There is no basis for continuing with them now.

    We strongly believe that the Data Domain Board of Directors should pledge
    to eliminate all deal protection provisions that could further impede
    maximizing stockholder value.  Such a commitment would be the proper
    exercise of the Board's fiduciary duties to secure a transaction in the
    best interests of Data Domain stockholders, particularly in light of the
    EMC proposal described in this letter.

    With the early termination last week of the waiting period under the
    Hart-Scott-Rodino Antitrust Improvements Act of 1976 concluding all
    regulatory conditions to this transaction, EMC could be in a position to
    close this transaction and deliver cash to your stockholders in as little
    as two weeks.

    In comparison to your proposed transaction with NetApp, EMC's proposal
    represents a far superior alternative for your stockholders.

        -- EMC's proposal provides higher absolute value for each Data Domain
           share.
        -- As an all-cash offer, EMC's proposal offers greater certainty of
           value.
        -- EMC's definitive agreement does not contain deal protection
           provisions that could further impede the maximization of
           stockholder value - including any termination fee - and is more
           favorable to the stockholders of Data Domain.
        -- EMC's transaction offers a faster time to close of almost a month.


    We continue to believe that a business combination with EMC will deliver
    substantial and superior benefits to your company's stockholders,
    customers, employees and partners.  Since June 1st, when we submitted to
    you our prior proposal, we have received wholehearted support from many
    of your stockholders and customers validating our confidence in these
    benefits.

    We encourage you to accept the merits of our proposal and look forward to
    your execution of the definitive agreement enclosed.


                               Very truly yours,


                               Joseph M. Tucci
                               Chairman, President and Chief Executive Officer
                               EMC Corporation


ANNEX

Summary of the Prompt Process to Enter into a Signed Agreement with EMC
(Subject to automatic modification to the extent that NetApp and Data Domain,
or a court, take action to eliminate or limit any of the provisions of the
amended Data Domain/NetApp merger agreement with which the process below is
designed to comply)

    --  EMC is delivering with this offer a definitive merger agreement to
        acquire all outstanding Data Domain common stock at $33.50 per share
in
        cash.
    --  This definitive merger agreement is substantially identical to the
        amended Data Domain/NetApp merger agreement already found acceptable
to
        Data Domain's Board of Directors, with no material changes other
        than our superior price except those changes necessary to accommodate
a
        first-step tender offer which will expedite payment to Data Domain
        stockholders and for the elimination of the no solicitation, break-up
        fee and other deal protection provisions.
    --  EMC's merger agreement is subject to acceptance by Data
        Domain's Board of Directors taking the necessary corporate action
        to authorize its execution on behalf of Data Domain, and such
execution
        occurring.
    --  EMC is not seeking any review of information from Data Domain in
advance
        of Data Domain accepting EMC's merger agreement, beyond what is
        publicly available, including what is reflected in the representations
        and warranties contained in the Data Domain/NetApp merger agreement. 
        Nor is EMC requesting that Data Domain enter into discussions or
        negotiations with EMC.  Accordingly, there is no need for EMC to enter
        into a confidentiality and standstill agreement with Data Domain.
    --  Upon receipt of the EMC merger agreement, Data Domain's Board of
        Directors will review it and, given its terms relative to the Data
        Domain/NetApp merger agreement, will determine that it constitutes a
        Superior Proposal and that the failure to change its recommendation is
        reasonably likely to be a breach of its fiduciary duties.
    --  In connection with considering whether EMC's merger agreement is a
        Superior Proposal, Data Domain will comply with all notice
requirements
        under the Data Domain/NetApp merger agreement.
    --  Upon determining that EMC's merger agreement constitutes a Superior
        Proposal, Data Domain's Board of Directors will immediately give
        NetApp five business days' written notice of the details of
        EMC's proposal and that Data Domain's Board of Directors
        intends to terminate the Data Domain/NetApp merger agreement in favor
of
        the EMC transaction.
    --  At the end of the notice period, unless NetApp has made a proposal at
        least as favorable to Data Domain as the EMC merger agreement, Data
        Domain will determine that EMC's offer continues to constitute a
        Superior Proposal and that the failure to terminate the NetApp merger
        agreement is reasonably likely to be a breach of its Board's
        fiduciary duties under Delaware law and concurrently (1) terminate the
        Data Domain/NetApp merger agreement, (2) execute the EMC merger
        agreement and (3) pay to NetApp the termination fee.
    --  EMC will continue its tender offer as provided in the merger agreement
        and the terms and conditions of the tender offer.


    --  EMC's delivery of the definitive merger agreement shall be
        automatically rescinded in the event that the definitive merger
        agreement has not been executed on behalf of Data Domain and delivered
        to EMC prior to the expiration of the tender offer.




Important Information for Data Domain Stockholders

This press release is neither an offer to purchase nor a solicitation of an
offer to sell any shares of Data Domain. EMC and Envoy Merger Corporation
("Envoy") have filed with the Securities and Exchange Commission ("SEC") a
tender offer statement on Schedule TO containing an offer to purchase, forms
of letters of transmittal and other documents relating to the tender offer,
and these documents have been mailed to the stockholders of Data Domain. These
documents contain important information about the tender offer and
stockholders of Data Domain are urged to read them. Investors and stockholders
of Data Domain are able to obtain a free copy of these documents and other
documents filed by EMC and Envoy with the SEC at the website maintained by the
SEC at www.sec.gov. In addition, the tender offer statement and related
materials may also be obtained free of charge by directing a request to the
Information Agent for the offer, Morrow & Co., LLC at (800) 662-5200, or by
email at emc.info@morrowco.com.

EMC and Envoy have filed with the SEC a preliminary proxy statement in
connection with the special meeting of Data Domain stockholders at which Data
Domain stockholders will be asked to vote on the proposed Agreement and Plan
of Merger, dated as of May 20, 2009, by and among NetApp, Inc., Kentucky
Merger Sub One Corporation, Derby Merger Sub Two LLC and Data Domain, as
amended on June 3, 2009 (as the same may be amended from time to time, the
"NetApp Merger Agreement"). EMC and Envoy will prepare and file with the SEC a
definitive proxy statement regarding the proposed NetApp Merger Agreement and
other related matters and may file other proxy solicitation material in
connection therewith. Investors and security holders are urged to read the
definitive proxy statement and any other proxy solicitation material, when it
becomes available, because it will contain important information. Each such
proxy statement will be filed with the SEC. Investors and security holders may
obtain a free copy of the tender offer statement, each such proxy statement
and other documents filed by EMC and Envoy with the SEC at the website
maintained by the SEC at http://www.sec.gov. The tender offer statement, each
such proxy statement and such other documents may also be obtained free of
charge by directing a request to the Information Agent for the offer, Morrow &
Co., LLC at (800) 662-5200, or by email at emc.info@morrowco.com.

Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of proxies of
Data Domain stockholders by EMC is available in the preliminary proxy
statement on Schedule 14A to be filed today by EMC and Envoy with the SEC.

About EMC 

EMC Corporation (NYSE: EMC) is the world's leading developer and provider of
information infrastructure technology and solutions that enable organizations
of all sizes to transform the way they compete and create value from their
information. Information about EMC's products and services can be found at
www.EMC.com. EMC is a registered trademark of EMC Corporation.  All other
trademarks used are the property of their respective owners.

Forward-Looking Statements

This release contains "forward-looking statements" as defined under the
Federal Securities Laws.  Actual results could differ materially from those
projected in the forward-looking statements as a result of certain risk
factors, including but not limited to: (i) adverse changes in general economic
or market conditions; (ii) delays or reductions in information technology
spending; (iii) our ability to protect our proprietary technology; (iv) risks
associated with managing the growth of our business, including risks
associated with acquisitions and investments and the challenges and costs of
integration, restructuring and achieving anticipated synergies; (v)
fluctuations in VMware, Inc.'s operating results and risks associated with
trading of VMware stock; (vi) competitive factors, including but not limited
to pricing pressures and new product introductions; (vii) the relative and
varying rates of product price and component cost declines and the volume and
mixture of product and services revenues; (viii) component and product quality
and availability; (ix) the transition to new products, the uncertainty of
customer acceptance of new product offerings and rapid technological and
market change; (x) insufficient, excess or obsolete inventory; (xi) war or
acts of terrorism; (xii) the ability to attract and retain highly qualified
employees; (xiii) fluctuating currency exchange rates; (xiv) litigation that
we may be involved in; and (xv) other one-time events and other important
factors disclosed previously and from time to time in EMC's filings with the
U.S. Securities and Exchange Commission.  These statements are
forward-looking, and actual results may differ materially.  EMC disclaims any
obligation to update any forward-looking statements in this release after the
date of this release.


SOURCE  EMC Corporation

Michael Gallant of EMC Corporation, +1-508-293-6357, Gallant_Michael@emc.com

 

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