NetApp to Acquire Data Domain
Sunnyvale
,
Calif.
-May 20, 2009- NetApp (NASDAQ:NTAP)
and Data Domain (NASDAQ:DDUP) announced today they have entered
into a definitive agreement under which NetApp will acquire all of
the outstanding shares of Data Domain common stock for $25 per
share in cash and stock. The transaction is valued at approximately
$1.5B, net of Data Domain's cash.
"This combination is a great opportunity for
both NetApp and Data Domain," said Dan Warmenhoven, chairman and
CEO of NetApp. "Data Domain is an innovative high-growth company
with a complementary product line ideally suited for multi-vendor
environments where customers want to minimize their use of tape for
backup. NetApp has the distribution channels and international
reach to offer Data Domain products to more customers, accelerating
growth and market adoption. The combination of our two companies
will increase NetApp's reputation for delivering both outstanding
efficiency and operational breakthroughs to customers
worldwide."
Customers will benefit from the robust
worldwide sales, support, partner, and service network NetApp can
bring to Data Domain products, further enabling customers to deploy
Data Domain products on a global basis. NetApp and Data Domain
channel partners will benefit from the inclusion of the innovative
Data Domain product line into the NetApp Partner Program.
NetApp intends to operate Data Domain as a
product line within NetApp's product operations organization. The
Data Domain sales organization will be integrated with NetApp sales
to maximize momentum and access new accounts.
"Our objective will be to amplify Data
Domain's success, grow Data Domain's revenues as quickly as today's
economy will allow, and create systems and incentives within NetApp
to nurture Data Domain to its fullest potential," added
Warmenhoven. "We will focus on new customer acquisition and maximum
market share expansion. Their existing customers should see the
benefits of NetApp's broader scale and support capabilities."
"Notwithstanding the rapid record sales
growth Data Domain has experienced over the past 5 years, with
NetApp's distribution channel and customer base, we have an
opportunity to accelerate even further," said Frank Slootman,
president and CEO of Data Domain.
Portfolio Synergy
The Data Domain portfolio brings a complementary offering to
NetApp, expanding NetApp's reach in the market for heterogeneous
disk-based backup. Today, NetApp's heterogeneous backup offering
(with its VTL product line) provides installations with disk-based
solutions to augment their tape backup infrastructure. Data
Domain's portfolio will extend NetApp's ability to compete in the
increasing number of installations wanting to minimize their
reliance on tape. The Data Domain acquisition increases NetApp's
ability to capitalize on the growth of disk-based backup adoption,
a trend accelerated by the economics of deduplication.
Transaction Details
The Board of Directors of Data Domain has unanimously approved the
transaction. We anticipate that the deal will close in 60-120 days
subject to customary closing conditions including regulatory
approval.
More details on this transaction will be
available on NetApp's quarterly results conference call which will
be broadcast live on the Internet at http://investors.netapp.com on
Wednesday, May 20, 2009, at 2:00 p.m. Pacific Time. The conference
call will also be available live in a listen-only format at (800)
638-4930 in the United States and (617) 614-3944 outside the United
States. The pass code for both numbers is 57400475. A replay will
be available for 72 hours following the completion of the live call
by dialing (888) 286-8010 in the United States and (617) 801-6888
outside the United States, using replay code 92143343. The Webcast
replay will be posted on NetApp's Web site for at least one year.
Other materials will be available on netapp.com.
Forward-Looking
Statements
This press release contains forward-looking statements, which
involve a number of risks and uncertainties. NetApp and Data Domain
caution readers that any forward-looking information is not a
guarantee of future performance and that actual results could
differ materially from those contained in the forward-looking
information. All such forward-looking statements include, but are
not limited to, statements about the benefits of NetApp's
acquisition of Data Domain, including future financial and
operating results, NetApp's plans, objectives, expectations and
intentions and other statements that are not historical facts.
The following factors, among others, could
cause actual results to differ from those set forth in the
forward-looking statements: the ability to obtain regulatory
approvals of the transaction on the proposed terms and schedule;
the failure of Data Domain stockholders to approve the transaction;
the risk that the businesses will not be integrated successfully;
the risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize
than expected; disruption from the transaction making it more
difficult to maintain relationships with customers, employees or
suppliers; and competition and its effect on pricing, spending,
third-party relationships and revenues. Additional factors that may
affect future results are contained in NetApp's and Data Domain's
filings with the SEC, which are available at the SEC's web site
http://www.sec.gov
NetApp and Data Domain disclaim any obligation to update and revise
statements contained in these materials based on new information or
otherwise.
Additional Information and Where to Find
It
NetApp plans to file with the SEC a Registration Statement on Form
S-4 in connection with the transaction, and Data Domain plans to
file with the SEC and mail to its stockholders a Proxy
Statement/Prospectus in connection with the transaction. The
Registration Statement and the Proxy Statement/Prospectus will
contain important information about NetApp, Data Domain, the
transaction and related matters. Investors and security holders are
urged to read the Registration Statement and the Proxy
Statement/Prospectus carefully when they are available. Investors
and security holders will be able to obtain free copies of the
Registration Statement and the Proxy Statement/Prospectus and other
documents filed with the SEC by NetApp and Data Domain through the
web site maintained by the SEC at www.sec.gov and by contacting NetApp Investor
Relations at (408) 822-7098 or 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
NetApp's website at www.netapp.com and on Data Domain's
website at www.datadomain.com.
Participants in the Acquisition of Data
Domain
NetApp, Data Domain and their respective directors, executive
officers and certain other members of management and employees may
be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding these
persons who may, under the rules of the SEC, be considered
participants in the solicitation of Data Domain stockholders in
connection with the proposed transaction will be set forth in the
Proxy Statement/Prospectus described above when it is filed with
the SEC. Additional information regarding NetApp's executive
officers and directors is included in NetApp's definitive proxy
statement, which was filed with the SEC on July 14, 2008, and
additional information regarding Data Domain's executive officers
and directors is included in Data Domain's Annual Report on Form
10-K/A for fiscal year ended December 31, 2008, which was filed
with the SEC on April 30, 2009. You can obtain free copies of these
documents from NetApp or Data Domain using the contact information
above.
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.
About NetApp
NetApp creates innovative storage and data management solutions
that accelerate business breakthroughs and achieve outstanding cost
efficiency. Discover our passion for helping companies around the
world go further, faster at www.netapp.com.
Press Contact:
NetApp
PR Hotline
Ph: (408) 822-3287
xdl-uspr@netapp.com
Data Domain
Edward Luboja
(203) 210-7404
edward.luboja@datadomain.com
Investor Contacts:
NetApp
Billie Fagenstrom
Ph: (408) 822-6428
billief@netapp.com
Data Domain
Investor Relations
(408) 980-4909