NetApp Makes Revised Offer to Acquire Data Domain
Sunnyvale, Calif.-June 3,
2009- NetApp (NASDAQ:NTAP) today announced that it has
made a revised proposal to acquire Data Domain (NASDAQ:DDUP). Under
the terms of the proposal, a copy of which is attached, NetApp
will acquire all of the outstanding shares of Data Domain common
stock for $30 per share in cash and stock in a transaction valued
at approximately $1.9B, net of Data Domain's cash, subject to
certain adjustments.
"Our strategic rationale remains the same and
we firmly believe that the combination of our two companies will
provide a greater opportunity and risk-adjusted value for Data
Domain shareholders, customers, and partners," said Dan
Warmenhoven, chairman and CEO of NetApp. "The complementary nature
of the Data Domain and NetApp product lines will result in higher
aggregate growth compared to the redundancies that would result
with the EMC product line."
The Data Domain portfolio provides NetApp a
complementary offering to expand its reach in the market for
heterogeneous disk-based backup. The Data Domain acquisition will
increase NetApp's ability to capitalize on the growth of disk-based
backup adoption, a trend accelerated by the economics of
deduplication.
NetApp's offer for Data Domain is also
superior to EMC's previously announced, unsolicited proposal, as it
offers a combination of value certainty and the opportunity for
Data Domain shareholders to participate in the future success of
the combined NetApp and Data Domain entity.
Warmenhoven added, "The cultural
compatibility between Data Domain and NetApp will maximize the
potential for continued innovation from a creative and motivated
employee base. This will not only create a meaningful choice for
our customers but also lead to a complementary combination with no
obstacles to an expeditious close of the acquisition. Therefore, we
are as committed to this partnership now as we were when we first
announced our intent to acquire Data Domain."
NetApp first announced its definitive
agreement to acquire Data Domain on May 20, 2009. For complete
details on this acquisition, visit the page NetApp to Acquire
Data Domain or www.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 NetApp
NetApp creates innovative storage and data management solutions
that help our customers deliver outstanding cost efficiency and
accelerate business breakthroughs. 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
Investor Contacts:
NetApp
Billie Fagenstrom
Ph: (408) 822-6428
billief@netapp.com