Fenwick & West Represents Data Domain in $2.4 Billion Acquisition by EMC

By: Gordon K. Davidson, Robert A. Freedman, Michael A. Brown, James D. Evans, Scott P. Spector, Gerald Audant, Mark S. Ostrau, Stephen D. Gillespie, Emmett C. Stanton, Eric Ball, Brian D. Buckley

Fenwick & West LLP represented its client Data Domain, Inc. (NASDAQ: DDUP), a leading provider of deduplication storage solutions, in its recently announced acquisition by EMC Corporation (NYSE: EMC). EMC will acquire Data Domain in a cash tender offer for $33.50 per share, for a total transaction value of approximately $2.4 billion.

On May 20, 2009, NetApp, Inc. (NASDAQ: NTAP) announced its definitive agreement to acquire Data Domain for $25.00 per share, or approximately $1.8 billion. On June 2, 2009, EMC commenced an unsolicited tender offer to acquire Data Domain for $30.00 per share, or approximately $2.1 billion and on June 3, NetApp and Data Domain amended its definitive agreement to match the $30.00 per share merger consideration that EMC offered. After EMC raised its unsolicited tender offer to $33.50 per share on July 6, 2009, NetApp declined to revise its bid. On July 8, 2009, NetApp announced its termination of the merger agreement with Data Domain and Data Domain and EMC announced the entry into a definitive merger agreement. The proposed merger with NetApp was challenged in shareholder class action lawsuits in Santa Clara County Superior Court and in the Delaware Chancery Court.

The acquisition is subject to customary tender offer conditions being satisfied and is expected to be completed before the end of July.

Details of the transaction are available on the EMC Web site.

The Fenwick & West transaction team included corporate attorneys Gordy Davidson, Dennis DeBroeck, Greg Roussel, Robert Freedman, Michael Brown, Jamie Evans, Rob Ricca, Evan Johnson and Kyle Johnston; executive compensation and employee benefits attorneys Scott Spector, Gerald Audant and Nicholas Frey; antitrust attorneys Mark Ostrau and Tyler Baker; technology transactions attorneys Stephen Gillespie, Morgan Fong, Robin Schulman and Lance Stern; and securities litigation attorneys Emmett Stanton, Brian Buckley, Eric Ball and Carlos Orellana.

About Fenwick & West

Fenwick & West provides comprehensive legal services to technology and life sciences clients of national and international prominence. The firm is ranked by MergerMarket as one of the top 5 technology M&A practices in the U.S. and by Corporate Board Member as one of the top 5 corporate law firms in the San Francisco Bay Area for publicly traded companies.

Press Contacts:

Dennis R. DeBroeck
Partner, Corporate Group

Gordy K. Davidson
Firm Chairman, Fenwick & West
Partner, Corporate Group


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