Contact Information: Press Contacts: NetApp PR Hotline Ph: (408) 822-3287 xdl-uspr@netapp.com Data Domain Edward Luboja (203) 210-7404 edward.luboja@datadomain.com Joele Frank / Matthew Sherman / Jeremy Jacobs Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449 Investor Contacts: NetApp Billie Fagenstrom Ph: (408) 822-6428 billief@netapp.com Data Domain Investor Relations (408) 980-4909 Joele Frank / Matthew Sherman / Jeremy Jacobs Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449
NetApp and Data Domain Enter Into Revised Acquisition Agreement
| Source: NetApp, Inc.
SUNNYVALE, CA and SANTA CLARA, CA--(Marketwire - June 3, 2009) - NetApp (NASDAQ : NTAP ) and
Data Domain (NASDAQ : DDUP ) today announced that they have entered into a
revised acquisition agreement under which 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.
"We are excited about this great opportunity for NetApp and Data Domain,"
said Dan Warmenhoven, chairman and CEO of NetApp. "The synergies between
our two companies will enable us to accelerate growth and market adoption
more so than as separate entities. This partnership will create meaningful
benefits for our global customers."
"We are pleased with the revised terms of NetApp's acquisition offer and
feel it will provide great value to our shareholders and customers," said
Frank Slootman, president and CEO of Data Domain.
Transaction Details
Data Domain stockholders will have a right to receive a cash amount of
$16.45 plus shares of NetApp common stock equal to the exchange ratio for
each Data Domain share. The exchange ratio is equal to (i) 0.7783 shares
of NetApp common stock if the "Closing Average" (as defined in the Merger
Agreement) is less than $17.41, (ii) 0.6370 shares of NetApp common stock
if the Closing Average is greater than $21.27, and (iii) that fraction of a
share of NetApp common stock equal to the quotient obtained by dividing
$13.55 by the Closing Average, if the Closing Average is (A) less than or
equal to $21.27 and (B) greater than or equal to $17.41. The closing
average means the average of the closing sales prices for NetApp common
stock as reported on the NASDAQ Global Select Market for the 10 most recent
consecutive trading days ending on the third trading day immediately prior
to the closing of the first-step merger. Under certain conditions, NetApp
may elect to reduce, or may be required to reduce, the stock consideration,
and, in the event of such a reduction, NetApp will be required to increase
the cash consideration.
The Board of Directors of Data Domain has unanimously approved the revised
transaction agreement. The deal is anticipated to close in 60-110 days
subject to customary closing conditions including regulatory approval.
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 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 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.