Hopkinton, Mass. and Mountain View, Calif.- Tuesday, July 8, 2003, EMC
Corporation and LEGATO Systems, Inc., today announced a definitive
agreement for EMC to acquire LEGATO, in a stock transaction valued at
approximately $1.3 billion, extending EMC's technology and market
leadership in storage software. The addition of LEGATO's strengths in
heterogeneous information protection and recovery, HSM (hierarchical
storage management), automated availability, and email and content
management will expand EMC's market-leading portfolio of open storage
software, making it easier for customers to access, manage and protect
all of their information. This move underscores EMC's commitment to
open, heterogeneous storage management, expands EMC's capabilities
around information access and recovery, and deepens EMC's unparalleled
storage management expertise and customer service and support.
Joe Tucci, EMC's President and CEO, said, "This combination is all
about improving the access, management and protection of an
organization's core asset ? information ? through its complete
lifecycle. We're combining best-of-breed storage technology, two
winning employee populations with similar reputations for customer
focus, and two experienced management teams with highly complementary
visions for the future of information management. This represents a
significant win for both companies' customers, employees, partners and
stockholders, accelerating the evolution of EMC as the company that
offers the most comprehensive, open and integrated information storage
solutions."
The acquisition will accelerate EMC's ability to deliver the industry's
most complete information lifecycle management solutions, helping
customers get the maximum value from their information at the lowest
total cost at every point in the information lifecycle. Further,
LEGATO'S software-focused sales expertise, extensive channel partner
relationships, and strong service capabilities will complement EMC's
distribution strategy and enhance its ability to serve customers of all
sizes around the globe.
David B. Wright, LEGATO's Chairman and CEO said, "LEGATO's current
shareholders, employees, customers, and partners will see tremendous
benefits from EMC's extensive R&D resources, expertise in networked
storage, global distribution and customer reach, and overall financial
strength. We will now have additional resources to further accelerate
the development and delivery of solutions to the market in order to
fulfill our mission of delivering the software and services that
protect and manage customer's information, assure the availability of
their applications and provide immediate access to business-critical
information. This begins the next chapter for LEGATO as we expand our
capabilities and continue our legacy of innovation."
Under terms of the agreement, LEGATO stockholders will receive 0.9 of a
share of EMC common stock for each share of LEGATO common stock. Based
upon the EMC closing stock price of $11.74 on July 7, 2003, the
transaction is valued at approximately $1.3 billion. The acquisition is
subject to customary closing conditions, including LEGATO's stockholder
and regulatory approvals, and is expected to be completed in the fourth
quarter of calendar year 2003. When completed, EMC expects to take an
expense charge in the quarter the transaction is closed for the value
of LEGATO's in-process research and development costs. EMC expects to
report a net profit in each quarter in 2003 and expects the transaction
to be slightly accretive to fully diluted earnings per share in 2004.
Upon completion of the acquisition, EMC intends to operate LEGATO as a
software division of EMC headquartered in Mountain View, California,
led by David B. Wright, LEGATO's current Chairman and CEO. LEGATO's
sales, marketing and service will remain focused on selling and
servicing LEGATO's full line of products and solutions. EMC and LEGATO
will integrate engineering and development functions to accelerate the
development and delivery of comprehensive storage management solutions
for high growth markets such as email management and HSM/archiving.
EMC President and CEO, Joe Tucci, LEGATO Systems, Chairman and CEO,
David B. Wright and EMC Executive Vice President and Chief Financial
Officer, Bill Teuber, will discuss the acquisition on a conference call
for financial analysts, investors and the media at 8:30 a.m. EDT,
today. The dial-in numbers are (888) 790-1750 (domestic) or (210)
234-8670 (international). The pass code to access the call is EMC. For
the general public, the call will be webcast with supporting slides at
EMC and LEGATO's homepages, www.emc.com and www.legato.com. A replay of
the call will be available approximately one hour following the call at
(402) 530-7619.
About EMC
EMC Corporation (NYSE: EMC) is the world leader in information storage
systems, software, networks and services, providing automated networked
storage solutions for organizations across the globe. Information about
EMC's products and services can be found at www.EMC.com.
About LEGATO
LEGATO Systems, Inc. is a global provider of enterprise-class software
solutions and services for Information Lifecycle Management (ILM) ?
helping organizations achieve business continuity, operational
efficiency and regulatory compliance. Legato's information protection,
automated availability, and messaging and content management solutions
are delivered through a worldwide network of strategic partnerships and
alliances, as well as a direct sales force.
Additional Information and Where to Find it
In connection with the proposed transaction, EMC and LEGATO intend to
file a proxy statement/prospectus with the U.S. Securities and Exchange
Commission (the "SEC"). Investors and security holders of EMC and
LEGATO are advised to read the proxy statement/prospectus when it
becomes available, because it will contain important information about
EMC, LEGATO and the proposed transaction. Investors and security
holders may obtain a free copy of the proxy statement/prospectus, when
available, and other documents filed by EMC and LEGATO with the SEC at
the SEC's website at www.sec.gov. Free copies of the proxy
statement/prospectus, when available, and each company's other filings
with the SEC also may be obtained from the respective companies. Free
copies of EMC's filings may be obtained by directing a request to EMC.
You can request this information via the web at www.EMC.com/IR/request
or by sending a written request to EMC Investor Relations, EMC
Corporation, 176 South Street, Hopkinton, MA 01748. Free copies of
Legato's filings may be obtained by directing a request to Legato
Investor Relations, LEGATO Systems, Inc., 2350 West El Camino Real,
Mountain View, CA 94040. In addition, investors and security holders
may access copies of the documents filed with the SEC by EMC on EMC's
website at www.emc.com, and investors and security holders may access
copies of the documents filed with the SEC by LEGATO on LEGATO's
website at www.legato.com.
Legato, its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Legato stockholders in
favor of the proposed transaction. A description of the interests of
the directors and executive officers of Legato is set forth in Legato's
proxy statement for its 2003 annual meeting, which was filed with the
Securities and Exchange Commission on April 30, 2003. Investors and
security holders may obtain additional information regarding the
interests of such potential participants by reading the definitive
proxy statement/ prospectus and the other relevant documents filed with
the Securities and Exchange Commission when they become available.
For further information:
EMC
Kathleen De Bondt, marketing manager Benelux
telefoon: 030- 630 5000
e-mail: debondt_kathleen@emc.com
Bennis Porter Novelli
Berith Selling
telefoon: 020-543 76 00 / mobiel: 06-54 921 019
e-mail: bselling@bennispn.nl