DATA DOMAIN, INC. 
By The Superiority of EMC's All-Cash Offer
-- 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
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
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
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
