EMC's All-Cash Offer Clearly Superior to NetApp Proposal
EMC Receives Early Termination from FTC Removing All Regulatory Conditions to Proceed with Data Domain Transaction
Removes Break-Up Fee and Other Deal Protection Provisions from Its
Definitive Agreement and Urges Data Domain to Pledge to Do the Same
Prepared to Close Transaction in as Little as Two Weeks, Which is
Almost a Month Faster than the NetApp Proposal; Extends Expiration of
its Tender Offer until 12:00 Midnight on July 17
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
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.
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."
proposal is not subject to any financing, due diligence or regulatory
contingency. EMC will use existing cash balances to finance the