Filed by EMC Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Legato Systems, Inc.
Commission File No. 000-26130
This filing relates to the proposed merger ("merger") pursuant to the terms of
that certain Agreement and Plan of Merger, dated as of July 7, 2003 (the
"Merger Agreement"), by and among EMC Corporation ("EMC"), Eclipse Merger
Corporation, a wholly owned subsidiary of EMC, and Legato Systems, Inc.
("Legato"). 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
July 8, 2003, and is incorporated by reference into this filing.
On October 14, 2003, EMC issued the following press release:
CONTACT: AJ Ragosta, EMC
508-293-6884
ragosta_aj@emc.com
Kathleen O'Boyle,
Documentum
925-600-6727
kathleen.oboyle@documentum.com
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FOR IMMEDIATE RELEASE
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
On September 12, 2003, EMC filed a registration statement on Form S-4 with the
U.S. Securities and Exchange Commission (the "SEC") containing a definitive
proxy statement/prospectus regarding the merger. Investors and security
holders of EMC and LEGATO are urged to read the registration statement, the
proxy statement and any other relevant documents filed with the SEC by EMC
and/or LEGATO because they contain important information about EMC, LEGATO and
the merger. Investors and security holders may obtain a free copy of the
registration statement, the proxy statement and any other relevant documents
filed with the SEC by EMC and/or LEGATO at the SEC's website at www.sec.gov.
Free copies of the registration statement, the proxy statement and each
company's other filings with the SEC also may be obtained from the respective
companies. Free copies of EMC's 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 LEGATO's filings may be
obtained by directing a request to LEGATO Investor Relations, LEGATO Systems,
Inc., 2350 West El Camino Real, Mountain View, CA 94040. 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 LEGATO on
LEGATO's website at www.legato.com.
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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.