* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
In accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 8, 2008, by and among EMC Corporation, a Massachusetts corporation ("EMC"), Emerge Merger Corporation, a Delaware corporation and a wholly owned subsidiary of EMC ("Purchaser"), and Iomega Corporation, a Delaware corporation (the "Company"), on April 24, 2008, Purchaser commenced a cash tender offer (the "Offer") to purchase all outstanding shares of common stock, par value $0.03-1/3 per share, of the Company (the "Shares") at a price of $3.85 per share, net to the seller in cash, and subject to the terms and conditions set forth in the Offer to Purchase, dated April 24, 2008, as amended, included as an exhibit to the Tender Offer Statement on Schedule TO filed by EMC and Purchaser with the Securities and Exchange Commission (the "SEC") on April 24, 2008. |
(2) |
The Offer expired at 5:00 p.m., Boston, Massachusetts time, on Friday, June 6, 2008. An aggregate of 45,536,839 Shares were validly tendered and not withdrawn (including certain shares tendered under guaranteed delivery procedures), representing approximately 83% of the Company's outstanding common stock. On June 6, 2008, Purchaser accepted for payment all validly tendered and not withdrawn Shares. |
(3) |
On June 11, 2008, the Company filed a Form 15 with the SEC to terminate the registration of its common stock under Section 12 of the Securities Exchange Act of 1934, as amended. |
(4) |
Purchaser was a direct, wholly owned subsidiary of EMC and was the registered owner of the Shares purchased in the Offer. Following Purchaser's acceptance for payment of all validly tendered and not withdrawn Shares, pursuant to the terms of the Merger Agreement, on June 9, 2008 Purchaser merged with and into the Company (the "Merger") and each share of common stock, par value $0.01 per share, of Purchaser that was issued and outstanding immediately prior to the Merger was converted into one Share of the Company, as the surviving corporation. As a result of the Merger, Purchaser's corporate existence ceased. |