Double-Take Software Enters into Memorandum of Understanding Regarding Stockholder Class Actions
July 16 2010 - 2:57PM
Business Wire
Double-Take Software, Inc. (NASDAQ: DBTK), a leading provider of
recovery solutions, today announced that counsel for it and the
other defendants have entered into a memorandum of understanding,
dated July 15, 2010, with counsel to the plaintiffs in the putative
stockholder class actions pending in both the Court of Chancery of
the State of Delaware and the Superior Court of the Commonwealth of
Massachusetts in Worcester County. The stockholder class actions
were filed in connection with the pending acquisition of the
Company by Vision Solutions, Inc. pursuant to the definitive merger
agreement entered into on May 17, 2010. The memorandum of
understanding provides for the terms of a settlement of the
Delaware litigation, which would include the dismissal with
prejudice of all claims against all of the defendants and the
dismissal of all claims in the lawsuit on behalf of the settlement
class. The counsel for the Massachusetts plaintiffs have agreed to
stay the Massachusetts actions pending final approval of the
settlement and thereafter to seek dismissal of the Massachusetts
actions, provided that the settlement receives final approval. In
addition, in connection with the settlement and as provided in the
memorandum of understanding, the parties contemplate that
plaintiff’s counsel will seek an award of attorneys’ fees and
expenses as part of the settlement. The proposed settlement is
conditional upon, among other things, the execution of an
appropriate stipulation of settlement and final approval of the
proposed settlement by the court in Delaware.
In connection with entering into the memorandum of
understanding, Double-Take today filed definitive additional proxy
materials with the Securities and Exchange Commission (the “SEC”)
to disclose the memorandum of understanding and proposed settlement
and to supplement the disclosures in the definitive proxy statement
filed by the Company in connection with the pending merger. The
defendants agreed to the terms of the proposed settlement and to
make the supplemental disclosures related to the pending merger in
order to eliminate the uncertainty, distraction, burden and expense
of further litigation and to permit the merger to proceed without
risk of injunctive or other relief.
For further information regarding the memorandum of
understanding and proposed settlement, please refer to the
additional proxy materials filed by the Company, which can be
obtained in the manner described below under the heading Important
Additional Information Filed with the SEC. The settlement will not
affect the amount of the merger consideration to be paid to the
Company’s stockholders in connection with the Merger.
About Double-Take Software, Inc.
Headquartered in Southborough, Massachusetts, Double-Take®
Software is a leading provider of affordable software for
recoverability, including continuous data replication, application
availability and system state protection. Double-Take Software
products and services enable customers to protect and recover
business-critical data and applications such as Microsoft Exchange,
SQL, and SharePoint in both physical and virtual environments. With
its unparalleled partner programs, technical support, and
professional services, Double-Take Software is the solution of
choice for more than nineteen thousand customers worldwide, from
SMEs to the Fortune 500. Information about Double-Take Software's
products and services can be found at www.doubletake.com.
Important Information Filed with the SEC
A definitive proxy statement was filed with the SEC on June 21,
2010 concerning the merger and was mailed on or about June 22, 2010
to stockholders of the Company. INVESTORS AND SECURITY HOLDERS
ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER
DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY AND THE PROPOSED TRANSACTION.
Investors and stockholders may obtain a free copy of the
definitive proxy statement and any other relevant documents filed
or furnished by Double-Take Software with the SEC, including the
supplemental disclosures filed today, at the SEC’s Web site at
www.sec.gov. In addition, investors and stockholders may obtain
free copies of the documents filed or furnished with the SEC by
Double-Take Software by contacting Double-Take Software Investor
Relations by e-mail at investor@doubletake.com or by phone at
212.766.1800, by going to the investor relations website portion of
the Double-Take website at http://investor.doubletake.com/ or by
contacting The Altman Group, Double-Take Software’s proxy
solicitor, at (866) 304-2060.
Double-Take Software and its directors and certain executive
officers may be deemed to be participants in the solicitation of
proxies from Double-Take Software stockholders in respect of the
proposed transaction. Information about the directors and executive
officers of Double-Take Software and their respective interests in
Double-Take Software by security holdings or otherwise is set forth
in its proxy statement for the 2010 Annual Meeting of Stockholders,
which was filed with the SEC on April 1, 2010 and its Annual Report
on Form 10-K for the year ended December 31, 2009, which was filed
with the SEC on March 12, 2010. Stockholders may obtain additional
information regarding the interests of Double-Take Software and its
directors and executive officers in the merger, which may be
different than those of the Company’s stockholders generally, by
reading the proxy statement and other relevant documents regarding
the merger filed or furnished with the SEC by the Company. Each of
these documents is, or will be, available as described above.
Forward-Looking Statements
This press release contains certain “forward-looking statements”
within the meaning of the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that are not historical
facts. Words such as “expect(s)”, “feel(s)”, “believe(s)”, “will”,
“may”, “anticipate(s)”, “intend(s)” and similar expressions are
intended to identify such forward-looking statements. These
statements include, but are not limited to, the expected timing of
the acquisition, the ability of Vision Solutions and Double-Take to
close the acquisition and that the proposed settlement will be
finalized. All of such information and statements are subject to
certain risks and uncertainties, the effects of which are difficult
to predict and generally beyond the control of Double-Take, that
could cause actual results to differ materially from those
expressed in, or implied or projected by, the forward-looking
information and statements. These risks and uncertainties include,
but are not limited to: (i) uncertainties associated with the
acquisition of the Company by Vision; (ii) uncertainties as to the
timing of the merger; (iii) failure to receive approval of the
transaction by the stockholders of Double-Take; (iv) the ability of
the parties to satisfy closing conditions to the transaction; (v)
the ability to finalize the proposed settlement, including
obtaining court approval; (v) changes in economic, business,
competitive, technological and/or regulatory factors; and (vi)
those risks identified and discussed by Double-Take in its filings
with the U.S. Securities and Exchange Commission, including the
definitive proxy statement for the merger. Readers are cautioned
not to place undue reliance on these forward-looking statements
that speak only as of the date hereof. Double-Take Software does
not undertakes any obligation to republish revised forward-looking
statements to reflect events or circumstances after the date hereof
or to reflect the occurrence of unanticipated events. Readers are
also urged to carefully review and consider the various disclosures
in Double-Take Software’s SEC periodic and interim reports,
including but not limited to its Annual Report on Form 10-K for the
fiscal year ended December 31, 2009, Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 2010 and
Current Reports on Form 8-K filed from time to time by Double-Take
Software, as well as the definitive proxy statement for the merger.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. All forward-looking statements are qualified in
their entirety by this cautionary statement.
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