Overland Into Definitive Agreement to Acquire Tandberg

Overland Storage, Inc. and Tandberg Data Holdings S.à r.l. announced a definitive agreement for Overland to acquire Tandberg Data, a privately held global leader of storage and data protection solutions that generated revenue for the twelve months ended June 30, 2013 of approximately $60 million on a US GAAP basis.

“The Overland and Tandberg combination will accelerate our strategy of becoming a global leader in the data management and data protection industry,” said Eric Kelly, president and CEO, Overland. “With more than $100 million in annual revenue for the combined company during the last fiscal year, we expect the combination of these two businesses to provide us with a clearer path to profitability. The combined company will offer one of the broadest product lines and service offerings in the enterprise storage marketplace, and have the resources necessary to expand our market presence, fuel our growth and deliver innovative products and cloud offerings in the future.”

“The combination of Overland and Tandberg will expand our geographical reach in Europe, Asia and the Middle East, as well as strengthen the R&D team. It will also enable us to leverage the world-class manufacturing facility in China.”

“We look forward to joining forces with Overland and are excited to combine our substantial resources to create a stable platform for profitability, enabling greater focus on accelerating revenue growth,” said Patrick Clarke, CEO, Tandberg. “Together we will be able to support our customers globally with over 16,000 channel and service partners.”

Under the terms of the agreement:

100% stock transaction.
Cyrus Capital, the owner of Tandberg, and other convertible debt holders will convert approximately 81% of their currently outstanding convertible debt into shares of Overland common stock at a price of $1.30 per share.
Eric Kelly will continue to serve as president and CEO of the combined company, Kurt Kalbfleisch will continue to serve as CFO and Randy Gast of Overland will serve in newly created position of COO.
Overland’s board of directors will be expanded to seven directors, of which five will be current board members, and the other two of which will be new board members appointed by Cyrus Capital.

The acquisition is currently expected to be completed by the end of December 2013, subject to customary closing conditions, shareholder and regulatory approvals.

Tandberg Data Holdings S.à r.l is a supplier of storage and data protection solutions for small and medium-sized businesses, remote offices, departments and workgroups. Headquartered in Dortmund, Germany, Tandberg with offices around the world including the US, Japan, and France, and a manufacturing facility in China. It markets its solutions through a global channel of qualified resellers, distributors, and OEM manufacturers including Apple, Fujitsu, Toshiba, HP, Hitachi and NEC.

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