EMC to Become Private in $73 Billion Transaction

Hopkinton, Mass., April 1, 2012 – EMC Corporation (NYSE:EMC – News) had entered into definitive agreements with private equity firms TPG Capital LP, Silver Lake Partners, Blackstone Group LP, Bain Capital and Warburg Pincus LLC and Insight Venture Partners under which stockholders would receive $36.00 per share in cash, valuing the company at approximately $73 billion.

The purchase price represents approximately a 20 percent premium to the closing price on March 29, 2012.

The proposed transaction was negotiated and unanimously recommended to the Board by a Special Committee of the company’s Board of Directors. The Special Committee was advised by independent financial and legal advisors. The entire Board voted in favor of the proposed transaction.

Joseph M. Tucci, Chairman of the Board of Directors and Chief Executive Officer of EMC Corp., comments: "We are pleased to have successfully negotiated a transaction that includes an attractive upfront premium for EMC’s shareholders, an all-cash deal that would eliminate ongoing execution risk following a transaction, and that compares favorably with EMC’s standalone alternatives. The Special Committee pursued this option after a review with their advisors of the company’s strategic alternatives, and the Special Committee and the Board recommend that the company’s stockholders vote in favor of the proposed transaction."

Upon closing, EMC expects to become a privately-held company and will continue to be led by Joseph M. Tucci and the existing senior management team. The company plans to maintain its headquarters in Hopkinton, Mass.

"As a private company, we will have increased flexibility to drive innovation across our product lines and execute our long-term strategy. We expect this strategic decision will ensure the company has a secure foundation and a commitment to investment in the company’s long-term growth," said Joseph M. Tucci. "This move to a private company also will create exciting career opportunities for our employees, while retaining our commitment to continuing to provide excellent service to our customers."

Special Committee
to Oversee a 60-Day ‘Go-Shop’ Process
The Special Committee negotiated a 60-day period (the ‘go-shop’ period) during which the Special Committee – with the assistance of its independent financial and legal advisors – will actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals. There can be no assurance that this process will result in a superior offer. The company and the Special Committee do not intend to disclose developments with respect to the solicitation process unless and until the Special Committee and the Board have made a decision with respect to any potential superior proposal. The period commences on the date of the agreement.

Closing of the transaction is subject to the affirmative vote in favor of the transaction of holders of a majority of the company’s outstanding shares, which will be sought at a special meeting of the stockholders of the company. In addition, the transaction is subject to a non-waivable condition, pursuant to which more than 50 percent of the outstanding shares held by the company’s stockholders who are not rolling over shares in the transaction must approve the transaction, and other customary closing conditions and regulatory approvals. Subject to the closing conditions and the receipt of no superior proposal, the transaction is expected to close in the third quarter of 2012.

The company has retained Morgan Stanley & Co. Incorporated and Perella Weinberg Partners LP to provide financial advice and Wilson Sonsini Goodrich & Rosati and Arthur Cox as legal counsel to the Special Committee in connection with the transaction.

EMC will hold a conference call for investors at 8:30 a.m. ET on April 4, 2012. A live webcast of the conference call will be available at the EMC Investor Relations web site.

About EMC
EMC Corporation is a global leader in enabling businesses and service providers to transform their operations and deliver IT as a service. Fundamental to this transformation is cloud computing. Through innovative products and services, EMC accelerates the journey to cloud computing, helping IT departments to store, manage, protect and analyze their most valuable asset – information – in a more agile, trusted and cost-efficient way.