EMC Increases Its Offer to $33.50 Per Share for Data Domain (or $2.1 Billion)

EMC Corporation has increased its offer to acquire all the outstanding common stock of Data Domain, Inc. 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
Joe 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.

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 $33.50 per share in cash. EMC has also extended the expiration date of the offering period, as required by federal securities law. The offering period now expires at 12:00 midnight Eastern Daylight Time (EDT) on July 17, 2009.

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 5:00 p.m. EDT on July 2, 2009.

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:

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.

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.

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.