e425
Filed by NetApp, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Data Domain, Inc.
Commission File No.: 001-33517
The following email was sent to all employees of NetApp, Inc. on May 20, 2009.
Subject: NetApp Announces Intent to Acquire Data Domain
I am excited to share with you that today NetApp announced our intent to acquire Data Domain for
$1.5B in cash and stock, net of Data Domains cash. Data Domain successfully turned the concept of
data deduplication into a commercially viable technology, built it into a line of highly valued
storage systems products, and also built a great company to take it to market and create a very
satisfied customer base. In many ways their strategy and culture are patterned after NetApp. When
we can, I want all of us to welcome them into the NetApp family.
Together, we can continue to address this substantial, unsolved need in the market for disk
solutions which minimize tape utilization in enterprise infrastructures and can tap a larger market
in a complementary, synergistic fashion.
Because we are both publicly traded companies, what I can elaborate on here is limited, and I will
share our strategy behind this acquisition with you at tomorrows all hands meeting. In the
meantime, please read the press release which Ive embedded below in email text and go to our
external site at www.netapp.com to the home page or to NetApp Live for additional materials
to understand why were so enthusiastic about this acquisition.
I want to emphasize that this acquisition is not yet completed, and we have many regulatory and
other processes to follow. Adherence to those processes is strictly monitored, and this message
will be filed with the SEC as part of the public record. That means we must operate completely
independentlyas separate companiesuntil the deal is final. Please do your part to help us close
this acquisition and work just as you did before this announcement.
The press release we issued today is here for you to read and I encourage you to submit any
questions you may have via NetApp Live.
Dan
NETAPP TO ACQUIRE DATA DOMAIN
Sunnyvale, Calif. and Santa Clara, Calif. May 20, 2009NetApp (NASDAQ:NTAP) and Data Domain
(NASDAQ:DDUP) announced today they have entered into a definitive agreement under which NetApp will
acquire all of the outstanding shares of Data Domain common stock for $25 per share in cash and
stock. The transaction is valued at approximately $1.5B, net of Data Domains cash.
This combination is a great opportunity for both NetApp and Data Domain, said Dan Warmenhoven,
chairman and CEO of NetApp. Data Domain is an innovative high-growth company with a complementary
product line ideally suited for multi-vendor
environments where customers want to minimize their use of tape for backup. NetApp has the
distribution channels and
international reach to offer Data Domain products to more customers,
accelerating growth and market adoption. The combination of our two companies will increase
NetApps reputation for delivering both outstanding efficiency and operational breakthroughs to
customers worldwide.
Customers will benefit from the robust worldwide sales, support, partner, and service network
NetApp can bring to Data Domain products, further enabling customers to deploy Data Domain products
on a global basis. NetApp and Data Domain channel partners will benefit from the inclusion of the
innovative Data Domain product line into the NetApp Partner Program.
NetApp intends to operate Data Domain as a product line within NetApps product operations
organization. The Data Domain sales organization will be integrated with NetApp sales to maximize
momentum and access new accounts.
Our objective will be to amplify Data Domains success, grow Data Domains revenues as quickly as
todays economy will allow, and create systems and incentives within NetApp to nurture Data Domain
to its fullest potential, added Warmenhoven. We will focus on new customer acquisition and
maximum market share expansion. Their existing customers should see the benefits of NetApps
broader scale and support capabilities.
Notwithstanding the rapid record sales growth Data Domain has experienced over the past 5 years,
with NetApps distribution channel and customer base, we have an opportunity to accelerate even
further, said Frank Slootman, president and CEO of Data Domain.
Portfolio Synergy
The Data Domain portfolio brings a complementary offering to NetApp, expanding NetApps reach in
the market for heterogeneous disk-based backup. Today, NetApps heterogeneous backup offering (with
its VTL product line) provides installations with disk-based solutions to augment their tape backup
infrastructure. Data Domains portfolio will extend NetApps ability to compete in the increasing
number of installations wanting to minimize their reliance on tape. The Data Domain acquisition
increases NetApps ability to capitalize on the growth of disk-based backup adoption, a trend
accelerated by the economics of deduplication.
Transaction Details
The Board of Directors of Data Domain has unanimously approved the transaction. We anticipate that
the deal will close in 60-120 days subject to customary closing conditions including regulatory
approval.
More details on this transaction will be available on NetApps quarterly results conference call
which will be broadcast live on the Internet at http://investors.netapp.com
on Wednesday, May 20, 2009, at 2:00 p.m. Pacific Time. The conference call will also be available
live in a listen-only format at (800) 638-4930 in the United States and (617) 614-3944 outside the
United States. The pass code for both numbers is 57400475. A replay will be available for 72 hours
following the completion of the live call by dialing (888) 286-8010 in the United States and (617)
801-6888
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outside the United States, using replay code 92143343. The Webcast replay will be posted
on NetApps Web site for at least one year. Other materials will be available on netapp.com.
Forward-Looking Statements
This press release contains forward-looking statements, which involve a number of risks and
uncertainties. NetApp and Data Domain caution readers that any forward-looking information is not a
guarantee of future performance and that actual results could differ materially from those
contained in the forward-looking information. All such forward-looking statements include, but are
not limited to, statements about the benefits of NetApps acquisition of Data Domain, including
future financial and operating results, NetApps plans, objectives, expectations and intentions and
other statements that are not historical facts.
The following factors, among others, could cause actual results to differ from those set forth in
the forward-looking statements: the ability to obtain regulatory approvals of the transaction on
the proposed terms and schedule; the failure of Data Domain stockholders to approve the
transaction; the risk that the businesses will not be integrated successfully; the risk that the
cost savings and any other synergies from the transaction may not be fully realized or may take
longer to realize than expected; disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers; and competition and its effect on
pricing, spending, third-party relationships and revenues. Additional factors that may affect
future results are contained in NetApps and Data Domains filings with the SEC, which are
available at the SECs web site http://www.sec.gov. NetApp and Data Domain disclaim any obligation
to update and revise statements contained in these materials based on new information or otherwise.
Additional Information and Where to Find It
NetApp plans to file with the SEC a Registration Statement on Form S-4 in connection with the
transaction, and Data Domain plans to file with the SEC and mail to its stockholders a Proxy
Statement/Prospectus in connection with the transaction. The Registration Statement and the Proxy
Statement/Prospectus will contain important information about NetApp, Data Domain, the transaction
and related matters. Investors and security holders are urged to read the Registration Statement
and the Proxy Statement/Prospectus carefully when they are available. Investors and security
holders will be able to obtain free copies of the Registration Statement and the Proxy
Statement/Prospectus and other documents filed with the SEC by NetApp and Data Domain through the
web site maintained by the SEC at www.sec.gov and by contacting NetApp Investor Relations at (408)
822-7098 or Data Domain Investor Relations at (408) 980-4909. In addition, investors and security
holders will be able to obtain free copies of
the documents filed with the SEC on NetApps website at www.netapp.com and on Data Domains website
at www.datadomain.com.
Participants in the Acquisition of Data Domain
NetApp, Data Domain and their respective directors, executive officers and certain other members of
management and employees may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information regarding these persons who may, under the rules of
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the
SEC, be considered participants in the solicitation of Data Domain stockholders in connection with
the proposed transaction will be set forth in the Proxy Statement/Prospectus described above when
it is filed with the SEC. Additional information regarding NetApps executive officers and
directors is included in NetApps definitive proxy statement, which was filed with the SEC on July
14, 2008, and additional information regarding Data Domains executive officers and directors is
included in Data Domains Annual Report on Form 10-K/A for fiscal year ended December 31, 2008,
which was filed with the SEC on April 30, 2009. You can obtain free copies of these documents from
NetApp or Data Domain using the contact information above.
About Data Domain
Data Domain is the leading provider of deduplication storage systems. Thousands of companies
worldwide have purchased Data Domain systems to reduce storage costs and simplify data management.
Data Domain delivers the performance, reliability and scalability to address the data protection
and nearline storage needs of enterprises of all sizes. Data Domain products integrate into
existing customer infrastructures and are compatible with leading enterprise backup and archive
software products. To find out more about Data Domain, visit www.datadomain.com.
About NetApp
NetApp creates innovative storage and data management solutions that help our customers deliver
outstanding cost efficiency and accelerate business breakthroughs. Discover our passion for
helping companies around the world go further, faster at www.netapp.com.
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