e425
Filed by NetApp, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Data Domain, Inc.
Commission File No.: 001-33517
Below are statements made by Jay Kidd, Chief Marketing Officer of NetApp, Inc., to various media
outlets on June 3, 2009 relating to discussions of the proposed acquisition of Data Domain, Inc. by
NetApp, Inc. pursuant to the terms of an Agreement and Plan of Merger, dated as of May 20, 2009 and
as amended on June 3, 2009.
Excerpt from Computerworld magazine published on June 3, 2009
NetApp Inc. today reached a revised acquisition agreement with data deduplication vendor Data
Domain Inc., but rival EMC has already one-upped NetApps offer to buy the company once before, and
may again. NetApp Chief Marketing Officer Jay Kidd spoke with Computerworld about EMCs somewhat
surprise entrance into the Data Domain acquisition and why his company is a better suitor than its
chief rival.
Were you surprised by EMCs entrance into the bidding process? Not completely. Its always
difficult to predict the future actions of your competitors, and with EMC particularly you never
know how aggressive or insane they may get on things. Clearly, their offer indicated theyre very
concerned with both NetApp and Data Domain as competitors.
So EMC is an unwelcome suitor to Data Domain? It was a hostile tender offer without the involvement
of [Data Domains] management. And hostile offers in tech domains usually dont do very well.
But even with an agreement, EMC may come back and try to wow Data Domain with a higher bid. Could
you and would NetApp go higher? Just to clarify. We have an agreement with Data Domain. Its not
tentative. We had an agreement before and we have their signature on the revised agreement as well.
But the nature of publicly traded stocks is that it doesnt preclude someone from making an appeal
to share holders. Its rare and difficult, but it doesnt preclude it. Will another such offer be
made? Hard to predict. Certainly, EMCs recent release of reaffirming the value of their $30 [per
share] offer, indicates thats as high as theyd like to go. If they decide to go higher, then its
a question of whats their decision-making process.
But if they do, would you counter offer? I dont want to speculate about what may happen. Were
committed to this deal and believe in the value of it.
So why is EMC even in the mix? Is this specifically to force its rival, NetApp, to pay more money
for this acquisition? I do believe EMC is concerned enough about NetApp about a long-term
competitor that they may do things that are not in the best interest of customers just to impede
our progress. And, its quite possible that this action is just that.
Why is NetApp a better suitor for Data Domain? The two product lines are quite complimentary. Even
Data Domain told us that when they sell, they were less successful selling into [EMC] install-based
accounts ... so that creates growth opportunity for NetApp in terms of adding this to our
portfolio. Data Domains business is 77% in North America, whereas over 50% of our business is
outside of North America. So we have a great opportunity to expand distribution of the Data Domain
product line more deeply into Europe and also into enterprise accounts.
What would you do with Data Domains employees? Would you retain the talent? What would you do with
the product line? We have said we will manage it as a product line within our Product Operations
Group. We are buying a product line, not just technology and its our commitment to continue to
accelerate the growth and amplify the success of this product line. If in the long run we can
integrate some technologies, thats fine. But were not doing this just to do integration of
technologies.
Youve been hammered in the past for poorly handling acquisitions, namely the Spinnaker and Decru
buyouts. How do you address those concerns that NetApp doesnt handle acquisitions well. You know,
acquisitions are always challenging even in the best of circumstances. I think if you look at our
more recent acquisitions, such as Onaro, that business has done very well. We have learned a lot
about what it takes to bring additional product lines into our portfolio and sell them and grow
them successfully. We think clearly the scale of Data Domain business makes it easier to do that.
Why do you even need Data Domain? Youve already got deduplication in your primary NAS storage.
What we found is that the deduplication technology for primary storage, which tends to be more
transactional, and deduplication for backup, which tends to be more streaming, are actually similar
in basic concept but implementations are quite different. And, Data Domain just has a great product
for deduplicating backup and archive storage. We think that opens up access to a set of customers
we dont have good access to now, as well as a complimentary offering we can sell to customers who
may have a broader heterogeneous [infrastructure].
Why isnt EMC a good suitor for Data Domain? EMC already has a data duduplicating virtual tape
library [VTL]. Actually, this is their second one. They had FalconStors before and now they have
Quantum. Their market share in the VTL market is quite high so the addition of Data Domain brings
up serious anti-trust concerns. Plus they have their Avamar acquisition. Its a salad bowl of data
deduplication technologies.
And clearly they dont need all of them in their product line, so the addition of Data Domain
should raise very serious questions in customers minds as to which product they will kill.
Why Data Domain over FalconStor, Sepaton, Permabit. All the other mature deduplication vendors in
the market today? Two words: Market success. Data Domain has really established great market
success not just because they have deduplication but because theyve delivered a simple appliance
that greatly reduces the complexity and cost of backup.
Are you saying the other companies havent? Yes, I am.
Excerpt from Reuters published on June 3, 2009
Jay Kidd, chief marketing officer for NetApp, said in an interview with Reuters that he is
confident his company would be able to win regulatory clearance more quickly than EMC.
They are going to have too many products in the same space. Some of them would have to be ended,
he said.
...
We believe that our offer has great value financially, NetApp Chief Marketing Officer Jay Kidd
told Reuters in an interview just minutes before the two companies announced their revised
agreement.
Kidd also said NetApps purchase of Data Domain would get regulatory clearance far quicker than
EMCs purchase of the company, because the two make complementary rather than overlapping products.
Excerpt from eWEEK.com published on June 3, 2009
We just think the combination of NetApp and Data Domain is better for a lot of
constituenciescustomers, shareholder[s] and partnersthan EMC-Data Domain, Jay Kidd, chief
marketing officer of NetApp, told eWEEK.
What were seeing is customers buying primary storage and backup storage; deduplication is not a
market in and of itself, Kidd said. Dedupe is becoming more prevalent, especially in backup
storagemost of the VTL [virtual tape library] offerings feature that now. But in primary storage,
its still quite unique.
...
The synergies between our two companies will enable us to accelerate growth and market adoption,
more so than as separate entities, said Dan Warmenhoven, chairman and CEO of NetApp. This
partnership will create meaningful benefits for our global customers.
Excerpt from ChanelWeb published on June 3, 2009
Jay Kidd, chief marketing officer at NetApp, said that EMCs hostile tender offer for Data Domain
is still in place, but that EMC in a statement released late Wednesday seems to indicate it would
not increase its bid.
EMC is still saying their $30 per share cash offer is better than our $30 per share offer, he
said. I interpret that as saying, were not increasing our offer. Either that, or theyre
confused.
Kidd said that he expects the deal to close by late August or early September, at which time the
company will be ready to discuss integration details.
He said there is some overlap in NetApp and Data Domain channel partners, with one estimate being
that about 40 percent of Data Domain partners also carry NetApp.
We got feedback from a lot of our channel partners that they are very excited, he said. NetApp
has a much more mature channel program because of our age, and we expect Data Domain partners to
benefit from working with NetApp.
Forward-Looking Statements
This document contains forward-looking statements, which involve a number of risks and
uncertainties. NetApp, Inc. (NetApp) and Data Domain, Inc. (Data Domain) caution readers that
any forward-looking information is not a guarantee of future performance and that actual results
could differ materially from those contained in the forward-looking information. All such
forward-looking statements include, but are not limited to, statements about the benefits of
NetApps acquisition of Data Domain, including future financial and operating results, NetApps
plans, objectives, expectations and intentions and other statements that are not historical facts.
The following factors, among others, could cause actual results to differ from those set forth in
the forward-looking statements: the ability to obtain regulatory approvals of the transaction on
the proposed terms and schedule; the failure of Data Domains
stockholders to approve the transaction; the risk that the businesses will not be integrated
successfully; the risk that the cost savings and any other synergies from the transaction may not
be fully realized or may take longer to realize than expected; disruption from the transaction
making it more difficult to maintain relationships with customers, employees or suppliers; and
competition and its effect on pricing, spending, third-party relationships and revenues. Additional
factors that may affect future results are contained in NetApps and Data Domains filings with the
SEC, which are available at the SECs web site http://www.sec.gov. NetApp and Data Domain
disclaim any obligation to update and revise statements contained in these materials based on new
information or otherwise.
Additional Information and Where to Find It
NetApp plans to file with the SEC a Registration Statement on Form S-4 in connection with the
transaction, and Data Domain plans to file with the SEC and mail to its stockholders a Proxy
Statement/Prospectus in connection with the transaction. The Registration Statement and the Proxy
Statement/Prospectus will contain important information about NetApp, Data Domain, the transaction
and related matters. Investors and security holders are urged to read the Registration Statement
and the Proxy Statement/Prospectus carefully when they are available. Investors and security
holders will be able to obtain free copies of the Registration Statement and the Proxy
Statement/Prospectus and other documents filed with the SEC by NetApp and Data Domain through the
web site maintained by the SEC at www.sec.gov and by contacting NetApp Investor Relations
at (408) 822-7098 or Data Domain Investor Relations at (408) 980-4909. In addition, investors and
security holders will be able to obtain free copies of the documents filed with the SEC on NetApps
website at www.netapp.com and on Data Domains website at www.datadomain.com.
Participants in the Acquisition of Data Domain
NetApp, Data Domain and their respective directors, executive officers and certain other members of
management and employees may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information regarding these persons who may, under the rules of the
SEC, be considered participants in the solicitation of Data Domain stockholders in connection with
the proposed transaction will be set forth in the Proxy Statement/Prospectus described above when
it is filed with the SEC. Additional information regarding NetApps executive officers and
directors is included in NetApps definitive proxy statement, which was filed with the SEC on July
14, 2008, and additional information regarding Data Domains executive officers and directors is
included in Data Domains Annual Report on Form 10-K/A for fiscal year ended December 31, 2008,
which was filed with the SEC on April 30, 2009. You can obtain free copies of these documents from
NetApp or Data Domain using the contact information above.