EMC ups bid for Data Domain to $2.1B

For second time, it tries to shut out NetApp in bid for de-duplication vendor

EMC Corp. today raised its all-cash offer to purchase de-duplication vendor Data Domain Inc. from $1.8 billion to $2.1 billion, once again one-upping fellow suitor NetApp Inc., which is offering $1.9 billion.

EMC had been offering $30 per share for Data Domain, even extending the offer last week from June 29 to July 10. But today, in a U.S. Securities and Exchange Commission filing, the company announced that it had increased its bid to $33.50 per share, saying the offer is good until midnight, July 17. The new offer beats NetApp's bid for Data Domain by $200 million.

NetApp's current offer of $1.9 billion was approved by Data Domain's board of directors late last month. The board also recommended that Data Domain shareholders reject EMC's offer, saying that backing out of the original deal with NetApp could leave the company without any buyer because the EMC offer could still fall through.

EMC said that it has removed from its definitive agreement all deal protection provisions -- including any breakup fee obligation -- that could further impede the maximization of stockholder value for Data Domain stockholders, and urged the Data Domain board to do the same. The fee had been one issue cited by Data Domain's board as one reason EMC's offer was not as solid as NetApp's. EMC is prepared to close the transaction within two weeks, which it said is almost a month faster than the NetApp proposal.

NetApp announced today that it has received regulatory approval for its purchase of Data Domain and that Data Domain's board has set a special stockholders meeting for Aug. 14 to vote on the merger. Proxy statements will be mailed to Data Domain stockholders of record as of June 17.

NetApp CEO Dan Warmenhoven said he continues to believe his company's offer is superior to the unsolicited offer from EMC.

"Not only does NetApp's proposal provide Data Domain stockholders with attractive short- and long-term value, our combination creates significant advantages for customers and employees, who will benefit from a lower risk of business disruption, continued competition in the marketplace, enhanced products and services, and the complementary nature of our two businesses," Warmenhoven said in a statement.

EMC CEO Joe Tucci said in a letter today to Data Domain's board that there has been "strong support" of its merger proposal over the past several weeks by 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," he said.

This is the second time EMC has boosted its offer for Data Domain. In early June, NetApp had a pending offer to purchase Data Domain for $1.5 billion when EMC offered $1.8 billion for the company.

Copyright © 2009 IDG Communications, Inc.

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