EMC Increases Its All-Cash Offer to Acquire Data Domain to $33.50 Per Share

EMC Increases Its All-Cash Offer to Acquire Data Domain to $33.50 Per Share

HOPKINTON, Mass. - July 6, 2009

EMCCorporation [NYSE: EMC] today announced that it has increased its offerto acquire all the outstanding common stock of Data Domain, Inc.[NASDAQ: DDUP] to $33.50 per share in cash, for a total enterprisevalue of approximately $2.1 billion, net of Data Domain's cash.  Insubmitting its revised proposal to Data Domain's Board of Directors,EMC emphasized that its all-cash offer is clearly superior to the $30per share stock-and-cash proposal from NetApp.  EMC has removed fromits definitive agreement all deal protection provisions that couldfurther impede the maximization of stockholder value for Data Domainstockholders, and urged the Data Domain Board to do the same.  EMC isprepared to close the transaction within two weeks, which is almost amonth faster than the NetApp proposal.

The Superiority of EMC's All-Cash Offer

JoeTucci, EMC Chairman, President and CEO, in a letter sent today to AneelBhusri, Chairman of the Board of Directors of Data Domain, emphasizedthe superiority of EMC's all-cash offer compared to NetApp's proposedstock and cash offer. In his letter, Mr. Tucci pointed out that:

Additionally,EMC's definitive agreement has removed all deal protection provisions-- including any break-up fee obligation -- that could further impedethe maximization of stockholder value for Data Domain stockholders. The letter from Mr. Tucci urges Data Domain's Board to pledge to do thesame in order to maximize value for Data Domain stockholders.  Theletter states EMC's view that, "Data Domain does not have anyjustification for continuing deal protection provisions for NetApp orany other party given our willingness to proceed without them," andthat, "It was questionable agreeing to deal protections in your initialagreement with NetApp, when you knew of our interest in acquiring thecompany.  There is no basis for continuing with them now."

EMC'sproposal is not subject to any financing, due diligence or regulatorycontingency.  EMC will use existing cash balances to finance thetransaction.

Mr. Tucci said, "Thecombination of EMC and Data Domain is strategically beneficial to bothorganizations and, when consummated, will deliver substantial andsuperior benefits to Data Domain stockholders as well as our respectivecustomers, employees and partners.  Over the past several weeks we'vereceived strong support from many Data Domain stockholders andcustomers, validating our belief that EMC is Data Domain's best choice. With regulatory requirements now fulfilled, and in light of theclearly superior proposal we submitted to Data Domain's Board ofDirectors today, we expect Data Domain to sign our definitive agreementthat will deliver superior value in cash to the Data Domainstockholders in as little as two weeks."

EMC Receives Regulatory Approval

TheU.S. Federal Trade Commission has granted EMC early termination of thewaiting period under the Hart-Scott-Rodino Antitrust Improvements Actof 1976 (HSR) concluding the regulatory review process and removing allregulatory conditions required to proceed with its purchase of DataDomain.

EMC Extends Tender Offer

Finally,EMC amended the terms of its tender offer to reflect its revisedproposal to acquire all of the outstanding common stock of Data Domainfor $33.50 per share in cash.  EMC has also extended the expirationdate of the offering period, as required by federal securities law. The offering period now expires at 12:00 midnight Eastern Daylight Time(EDT) on July 17, 2009.

The tender offer isbeing transacted through Envoy Merger Corporation, a wholly ownedsubsidiary of EMC formed for the purpose of making the offer. Approximately 195,353 shares of Data Domain common stock, representingapproximately 0.32% of the common stock outstanding, have been tenderedas of 5:00 p.m. EDT on July 2, 2009. 

Text of EMC's Letter to Data Domain's Board Chairman

The full text of the letter that EMC sent to the Chairman of the Data Domain Board of Directors follows below:

July 6, 2009

Mr. Aneel Bhusri
Chairman of the Board of Directors
Data Domain, Inc.
2421 Mission College Boulevard
Santa Clara, California  95054

Dear Aneel:

Onbehalf of EMC, I am pleased to submit to you and your Board ofDirectors this revised proposal to acquire all outstanding Data Domaincommon stock for $33.50 per share in cash.  This price represents asubstantial premium to the cash and stock proposal of NetApp and is aSuperior Proposal as defined in your merger agreement with NetApp.  TheBoard of Directors of EMC has unanimously approved this proposal.

Aswith our prior proposal, EMC's revised proposal is not subject to anyfinancing or due diligence contingency, and we will use existing cashbalances to finance the transaction.  In addition, we have received allnecessary regulatory approvals.  We are amending our currentlyoutstanding tender offer to acquire all of the outstanding shares ofData Domain to reflect our higher price.

Weenclose a revised definitive agreement that has been executed on behalfof EMC and which reflects our new $33.50 per share, all cash offer. 

This agreement is substantially identical to the NetApp proposal exceptas to the fact that the EMC offer: 

Thislast point is very significant to you and your stockholders.  DataDomain does not have any justification for continuing deal protectionprovisions for NetApp or any other party given our willingness toproceed without them. It was questionable agreeing to deal protectionsin your initial agreement with NetApp, when you knew of our interest inacquiring the company. There is no basis for continuing with them now. 

Westrongly believe that the Data Domain Board of Directors should pledgeto eliminate all deal protection provisions that could further impedemaximizing stockholder value.  Such a commitment would be the properexercise of the Board's fiduciary duties to secure a transaction in thebest interests of Data Domain stockholders, particularly in light ofthe EMC proposal described in this letter. 

Withthe early termination last week of the waiting period under theHart-Scott-Rodino Antitrust Improvements Act of 1976 concluding allregulatory conditions to this transaction, EMC could be in a positionto close this transaction and deliver cash to your stockholders in aslittle as two weeks.

In comparison to yourproposed transaction with NetApp, EMC's proposal represents a farsuperior alternative for your stockholders.

Wecontinue to believe that a business combination with EMC will deliversubstantial and superior benefits to your company's stockholders,customers, employees and partners.  Since June 1st, when we submittedto you our prior proposal, we have received wholehearted support frommany of your stockholders and customers validating our confidence inthese benefits.

            We encourageyou to accept the merits of our proposal and look forward to yourexecution of the definitive agreement enclosed.

                                                            Very truly yours,

                                                            Joseph M. Tucci
Chairman, President and Chief Executive Officer

EMC Corporation

ANNEX

Summary of the Prompt Process to Enter into a Signed Agreement with EMC

(Subjectto automatic modification to the extent that NetApp and Data Domain, ora court, take action to eliminate or limit any of the provisions of theamended Data Domain/NetApp merger agreement with which the processbelow is designed to comply)

Important Information for Data Domain Stockholders

This pressrelease is neither an offer to purchase nor a solicitation of an offerto sell any shares of Data Domain. EMC and Envoy Merger Corporation("Envoy") have filed with the Securities and Exchange Commission("SEC") a tender offer statement on Schedule TO containing an offer topurchase, forms of letters of transmittal and other documents relatingto the tender offer, and these documents have been mailed to thestockholders of Data Domain. These documents contain importantinformation about the tender offer and stockholders of Data Domain areurged to read them. Investors and stockholders of Data Domain are ableto obtain a free copy of these documents and other documents filed byEMC and Envoy with the SEC at the website maintained by the SEC at www.sec.gov.In addition, the tender offer statement and related materials may alsobe obtained free of charge by directing a request to the InformationAgent for the offer, Morrow & Co., LLC at (800) 662-5200, or byemail at [email protected].
EMC and Envoy have filed with the SEC a preliminary proxy statement inconnection with the special meeting of Data Domain stockholders atwhich Data Domain stockholders will be asked to vote on the proposedAgreement and Plan of Merger, dated as of May 20, 2009, by and amongNetApp, Inc., Kentucky Merger Sub One Corporation, Derby Merger Sub TwoLLC and Data Domain, as amended on June 3, 2009 (as the same may beamended from time to time, the "NetApp Merger Agreement"). EMC andEnvoy will prepare and file with the SEC a definitive proxy statementregarding the proposed NetApp Merger Agreement and other relatedmatters and may file other proxy solicitation material in connectiontherewith. Investors and security holders are urged to read thedefinitive proxy statement and any other proxy solicitation material,when it becomes available, because it will contain importantinformation. Each such proxy statement will be filed with the SEC.Investors and security holders may obtain a free copy of the tenderoffer statement, each such proxy statement and other documents filed byEMC and Envoy with the SEC at the website maintained by the SEC at http://www.sec.gov.The tender offer statement, each such proxy statement and such otherdocuments may also be obtained free of charge by directing a request tothe Information Agent for the offer, Morrow & Co., LLC at (800)662-5200, or by email at [email protected].
Detailed information regarding the names, affiliations and interests ofindividuals who may be deemed participants in the solicitation ofproxies of Data Domain stockholders by EMC is available in thepreliminary proxy statement on Schedule 14A to be filed today by EMCand Envoy with the SEC.

About EMC

EMCCorporation (NYSE: EMC) is the world's leading developer and providerof information infrastructure technology and solutions that enableorganizations of all sizes to transform the way they compete and createvalue from their information. Information about EMC's products andservices can be found at www.EMC.com.