Filed by EMC Corporation.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Documentum, Inc.
Commission File No. 000-27358
This filing relates to the proposed merger pursuant to the terms of that
certain Agreement and Plan of Merger, dated as of October 13, 2003 (the "Merger
Agreement"), by and among EMC Corporation ("EMC"), Elite Merger Corporation, a
wholly owned subsidiary of EMC, and Documentum, Inc. ("Documentum"). The Merger
Agreement is on file with the Securities and Exchange Commission as an exhibit
to the Current Report on Form 8-K filed by EMC on October 14, 2003, and is
incorporated by reference into this filing.
The following is the press release announcing execution of the Merger
Agreement.
CONTACT: AJ Ragosta, EMC
508-293-6884
ragosta_aj@emc.com
Kathleen O'Boyle, Documentum
925-600-6727
FOR IMMEDIATE RELEASE
kathleen.oboyle@documentum.com
EMC ANNOUNCES PLAN TO ACQUIRE DOCUMENTUM, FURTHER
ADVANCING INFORMATION LIFECYCLE MANAGEMENT CAPABILITIES
INFORMATION-CENTRIC LEADERS JOIN TO HELP ORGANIZATIONS
SIMPLIFY MANAGEMENT OF RAPIDLY GROWING VOLUMES OF UNSTRUCTURED CONTENT
HOPKINTON, Mass., and PLEASANTON, Calif. - October 14, 2003 - EMC Corporation,
the leader in information storage, and Documentum, Inc., a leader in enterprise
content management software, today announced a definitive agreement for EMC to
acquire Documentum in a stock transaction valued at approximately $1.7 billion.
EMC's acquisition of Documentum combines two leading information-centric
technology companies with a shared commitment to enabling organizations to
maximize the value of their information across the enterprise.
Documentum's enterprise content management software allows
organizations to proactively manage their unstructured content - from
electronic documents such as Web pages and spreadsheets to medical records and
audio/video content - and leverage that content to power business operations
and gain competitive advantage. By incorporating intelligent content management
with EMC's market-leading open software for data protection, storage
management, and information management, and market-leading networked storage
platforms, customers will be able to better align their content with their
information infrastructure based on its value over time. This combination will
enable customers to implement a total information lifecycle management solution
for managing unstructured content, from creation and use to archive and
disposal.
Joe Tucci, EMC's President and CEO, said, "Information is one of the
most strategic assets in any organization, and EMC technology has helped store,
manage and protect vast amounts of information for our customers. Software is
central to our strategy of delivering comprehensive information lifecycle
management solutions that allow customers to select the appropriate levels of
availability, protection and speed of access at every point in the information
lifecycle, at the lowest total cost. EMC, Documentum and LEGATO have achieved a
combined total of more than $2 billion in software license and support revenues
in the most recent 12 months."
"Much of the information in today's enterprise is unstructured data,"
continued Tucci. "Documentum enables organizations to organize and manage their
growing volumes of unstructured data by leveraging knowledge about that data -
information about information. We believe Documentum's rich software
development talent, its management strength and depth, its top-notch sales,
marketing and services expertise in content management, and its blue-chip
customer base will add significant strategic value as EMC continues to evolve."
Documentum's enterprise content management platform offers the most
extensive modular suite of content management and collaboration software in the
industry, providing customers with automated document management, records
management, Web content management, digital asset management, and collaboration
in a single, integrated content platform and repository. Documentum and EMC
have successfully worked together since the April 2002 introduction of EMC
Centera, the world's first content addressed storage (CAS) solution.
Documentum's enterprise content management software platform is one of more
than 65 leading applications that have integrated with Centera's open CAS
platform under the EMC Developers Program.
Dave DeWalt, Documentum's President and CEO, said, "As a company we
continue to see customers needing enterprise content management expertise, and
the need for our products and services is growing and becoming more strategic
to our target customers. EMC's significant R&D investments, leadership position
in automated networked storage solutions, global distribution and service
capabilities, and overall financial strength will provide the scale and
resources for Documentum to attain our market potential. As a result, the
combination of Documentum and EMC represents an outstanding opportunity for our
stockholders, employees, customers and partners."
Under terms of the agreement, Documentum stockholders will receive
2.175 shares of EMC common stock for each share of Documentum common stock.
Based upon the EMC closing stock price of $14.45 on October 13, 2003, the
transaction is valued at approximately $1.7 billion, excluding net cash in the
business. The acquisition is subject to customary closing conditions, including
Documentum's stockholder and regulatory approvals, and is expected to be
completed in the first quarter of calendar year 2004. When completed, EMC
expects to take a charge in the quarter the transaction is closed for the value
of Documentum's in-process research and development costs and other integration
expenses. Including the aforementioned charges, the transaction is expected to
be dilutive in the first quarter of 2004 by $0.02 per diluted share. The
transaction is not expected to materially impact EPS for the remainder of 2004,
and is expected to be slightly accretive in 2005.
Upon completion of the acquisition, EMC intends to operate Documentum
as a software division of EMC headquartered in Pleasanton, California, led by
Dave DeWalt, Documentum's current CEO. Documentum's sales, marketing and
services will remain focused on selling and servicing Documentum's products and
solutions.
CONFERENCE CALL & WEBCAST
EMC President and CEO Joe Tucci, Documentum President and CEO Dave DeWalt, 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 news media at 8:30 a.m. EDT, today. The dial-in numbers are
877-716-4284 (domestic) or 630-395-0047 (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 Documentum's home pages, www.emc.com and
www.documentum.com. A replay of the call will be available approximately one
hour following the call at 800-947-6436 (domestic) or 402-220-3494
(international).
ABOUT EMC
EMC Corporation (NYSE: EMC) is the world leader in information storage systems,
software, networks and services, providing automated networked storage
solutions to help organizations extract the maximum value from their
information, at the lowest total cost, across every point in the information
lifecycle. Information about EMC's products and services can be found at
www.EMC.com.
ABOUT DOCUMENTUM
Documentum, Inc. (Nasdaq: DCTM) provides enterprise content management (ECM)
solutions that enable organizations to unite teams, content and associated
business processes. Documentum's integrated set of content, compliance and
collaboration solutions support the way people work, from initial discussion
and planning through design, production, marketing, sales, service and
corporate administration. With a single platform, Documentum enables people to
collaboratively create, manage, deliver and archive the content that drives
business operations, from documents and discussions to email, Web pages,
records and rich media. For more information, visit Documentum on the Web at
www.documentum.com.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, EMC and Documentum intend to file
a proxy statement/prospectus with the U.S. Securities and Exchange Commission
(the "SEC"). Investors and security holders of EMC and Documentum are advised
to read the proxy statement/prospectus when it becomes available, because it
will contain important information about EMC, Documentum 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
Documentum 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' 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 Documentum's filings may be obtained by
directing a request to Documentum Investor Relations, Documentum, Inc., 6801
Koll Center Parkway, Pleasanton, CA 94566. 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 Documentum on Documentum's website at
www.documentum.com.
Documentum, its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Documentum stockholders in
favor of the proposed transaction. A description of the interests of the
directors and executive officers of Documentum is set forth in Documentum's
proxy statement for its 2003 annual meeting, which was filed with the
Securities and Exchange Commission on April 24, 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.
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FORWARD LOOKING STATEMENTS
This release contains "forward-looking statements" as defined under the Federal
Securities Laws. Actual results could differ materially from those projected in
the forward-looking statements as a result of certain risk factors, including
but not limited to: (i) risks associated with strategic investments and
acquisitions, including the challenges and costs of closing, integration,
restructuring and achieving anticipated synergies associated with the announced
plans to acquire LEGATO Systems, Inc. (Nasdaq: LGTO) and Documentum, Inc.; (ii)
adverse changes in general economic or market conditions; (iii) delays or
reductions in information technology spending; (iv) the transition to new
products, the uncertainty of customer acceptance of new product offerings, and
rapid technological and market change; (v) insufficient, excess or obsolete
inventory; (vi) competitive factors, including but not limited to pricing
pressures; (vii) component quality and availability; (viii) the relative and
varying rates of product price and component cost declines and the volume and
mixture of product and services revenues; (ix) war or acts of terrorism; (x)
the ability to attract and retain highly qualified employees; (xi) fluctuating
currency exchange rates; and (xii) other one-time events and other important
factors disclosed previously and from time to time in EMC's and Documentum's
filings with the U.S. Securities and Exchange Commission. EMC and Documentum
disclaim any obligation to update any such-forward looking statements after the
date of this release.