By: fthome on Giovedì 21 Febbraio 2002 17:59
bausette - 16% ecco perchè
Legato Systems to Acquire OTG Software Acquisition Addresses Customers' Needs for Seamless Information Access and Application Availability Extended Ability to Leverage Expertise and Expand Channels
MOUNTAIN VIEW, Calif., and ROCKVILLE, Md., Feb 21, 2002 (Canada NewsWire via
COMTEX) -- -- Legato Systems, Inc. ("Legato") (Nasdaq: LGTO), a worldwide leader
in enterprise storage management software, and OTG Software ("OTG") (Nasdaq:
OTGS), a leading provider of data storage, data access and email management
solutions, today announced that they have signed a definitive merger agreement
under which Legato will acquire all of the outstanding shares of OTG in a cash
and stock transaction valued at approximately $403 million or $11.13 per share
based on yesterday's closing price of Legato's common stock.
The merger agreement provides that each share of OTG common stock will be
converted into the right to receive 0.6876 of a share of Legato common stock and
$2.50 per share in cash. The closing of the merger is subject to customary
conditions, including shareholder approval by both companies and regulatory
approval of the transaction.
After the merger is completed, OTG's shareholders will own approximately 21% of
the combined entity's shares, using the treasury stock method of accounting. The
companies anticipate that the transaction will close by the end of the second
calendar quarter of 2002.
"Today's announcement represents further expansion of our core strategy, which
is to provide our customers solid information protection, the ability to manage
and maintain an application environment and the ability to automate recovery on
an application specific basis. This acquisition allows us to accelerate our
current ability to provide our customers with the most scalable and secure
management and applications solutions available in the market today," said David
B. Wright, chairman, president and chief executive officer of Legato. "Our
companies share a common vision about how the market is evolving and what our
customers need. OTG will give us additional software assets and intellectual
capital required to address the growing demand among our customers for open,
integrated solutions from one source. Our aligned customer-centric culture,
strategic alliances and channel partners will enable us to offer
industry-leading solutions to our customers," Mr. Wright concluded.
"We are delighted to be joining Legato," said Richard Kay, chairman, president
and chief executive officer of OTG. "This strategic combination will enable
customers to take full advantage of OTG's strengths in data access and business
applications to intelligently manage and retrieve information, including email,
rich media and any other form of electronic content. The complementary fit of
our highly developed third-party sales channels and vertical partner network
with Legato's well-established enterprise sales team and strong global presence
will create powerful new 'go to market' opportunities. As a result of this
transaction, we believe we have rounded out our platform to meet customers'
storage and access needs for managing the information lifecycle." Mr. Kay is
expected to join Legato's board of directors after completion of the merger.
JPMorgan H&Q, a division of J.P. Morgan Securities Inc., served as financial
advisor to Legato. Goldman, Sachs & Co. served as financial advisor to OTG.