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EMC raises offer for Data Domain

01:00 AM EDT on Tuesday, July 7, 2009

By Amy Thomson and Dina Bass

Bloomberg News

Hopkinton, Mass.-based EMC Corp. Monday raised its offer for Data Domain Inc. to $33.50 a share in cash, outbidding for a second time rival NetApp Inc. for the data-storage company.

The new bid values Santa Clara, Calif.-based Data Domain at about $2.1 billion and removes provisions that would prevent Data Domain shareholders from seeking a better offer, EMC said in a statement. The company, which previously offered $30 a share, said it doesn’t need to borrow to finance the deal.

Buying Data Domain would give EMC technology that helps customers use less disk space when storing information. EMC, the world’s largest maker of data-storage computers, won approval from regulators to go forward with the deal. That eased concerns that a combination could run afoul of antitrust rules, said Louis Meyer, an analyst at Oscar Gruss & Son Inc.

“They’re the bigger company, they’ve got the ability to pay whatever they want,” said New York-based Meyer, who predicted that Data Domain may eventually be sold for $35 a share. “It’s clear that NetApp is at a deficit at this point, especially since they’ve both got antitrust clearance.”

Meyer doesn’t own stock of any of the three companies.

Sunnyvale, Calif.-based NetApp will provide an update shortly, chief executive officer Dan Warmenhoven said Monday in a statement. The company is “carefully weighing its options, keeping in mind both its fiduciary duty to its stockholders and its disciplined acquisition strategy,” he said.

Data Domain climbed 85 cents, or 2.6 percent, to $34.06 on the Nasdaq Stock Market, indicating investors believe the bids will go higher. NetApp lost 11 cents to $18.85. EMC rose 11 cents to $12.89 in New York Stock Exchange composite trading.

EMC’s new bid doesn’t have a breakup fee, while NetApp’s current offer includes one for $57 million, EMC’s CEO Joseph Tucci wrote in a letter to Data Domain’s chairman. If Data Domain accepts the bid, NetApp would have a week to match any superior offer, and the deal could close in as little as two weeks, EMC said. NetApp raised its own bid for Data Domain to about $30 in cash and stock on June 3 after its initial offer in May.

Tucci also asked Data Domain’s board to pledge to eliminate any deal protections such as the breakup fee and provisions that keep EMC and Data Domain from discussing an offer.

“Data Domain does not have any justification for continuing deal protection provisions for NetApp or any other party given our willingness to proceed without them,” he wrote. “It was questionable agreeing to deal protections in your initial agreement with NetApp, when you knew of our interest in acquiring the company. There is no basis for continuing with them now.”

EMC has touted its deal as better for Data Domain’s shareholders since it’s not tied to the companies’ stock prices, which have fluctuated since NetApp’s first offer. NetApp originally offered $25 a share in cash and stock for Data Domain. EMC countered with its $30-a-share cash bid on June 1.

“I’m not expecting NetApp to counteroffer here,” said Brian Marshall, an analyst at Broadpoint AmTech Inc. in San Francisco. “This is a point where EMC’s crossed the Rubicon with respect to the Data Domain transaction.”

EMC had $6.32 billion in cash and equivalents as of March 31. NetApp had $1.49 billion in cash in its most recent quarter, which ended April 24.

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