Iomega Received Revised Unsolicited Proposal and Is Prepared to Enter Into Discussions With EMC
March 17 2008 - 9:00AM
PR Newswire (US)
SAN DIEGO, March 17 /PRNewswire-FirstCall/ -- Iomega Corporation
(NYSE:IOM) announced today receipt of a revised unsolicited
non-binding indication of interest from EMC Corporation (NYSE:EMC),
in which EMC indicated that it is prepared to offer to acquire the
outstanding common stock of Iomega for up to $3.75 per share,
assuming a total of approximately 54.8 million outstanding shares,
subject to completion of due diligence. The Iomega board of
directors, after consultation with its financial and legal
advisors, has determined that the revised acquisition proposal from
EMC would reasonably constitute a superior proposal as defined in
the previously announced share purchase agreement that Iomega
entered into with ExcelStor Great Wall Technology Limited, a Cayman
Islands company ("ESGWT"), Shenzhen ExcelStor Technology Limited, a
PRC company ("SETL" and, together with ESGWT, "ExcelStor"), Great
Wall Technology Company Limited, a People's Republic of China
company ("GWT"), ExcelStor Group Limited, a Cayman Islands company
("EGL"), and ExcelStor Holdings Limited, a British Virgin Islands
company ("EHL" and, together with GWT and EGL, the "Selling
Shareholders"), on December 12, 2007 (the "ExcelStor Purchase
Agreement"). Based on this determination and as permitted by the
ExcelStor Purchase Agreement, Iomega's board of directors has
authorized Iomega to furnish information to EMC and enter into
discussions with it regarding its most recent proposal. Pursuant to
the ExcelStor Purchase Agreement, Iomega must provide the Selling
Shareholders with at least 2 business days notice prior to entering
into discussions with or furnishing any information to EMC in
response or with respect to the EMC acquisition proposal. Iomega
provided such notice to the Selling Shareholders on March 14, 2008.
Iomega's board of directors, together with its financial and legal
advisors, will continue to evaluate all aspects of the acquisition
proposal from EMC. While Iomega's board of directors has determined
that the EMC acquisition proposal would reasonably constitute a
superior proposal, it has not determined that a transaction with
EMC is superior to the business combination contemplated under the
ExcelStor Purchase Agreement as there are no agreed upon terms for
a transaction with EMC. The EMC acquisition proposal is a
non-binding indication of interest and is subject to completion of
due diligence of Iomega by EMC and agreeing to terms for a
definitive agreement. There can be no assurance that EMC will
ultimately make an offer that Iomega's board of directors will
determine constitutes a superior proposal or that Iomega and EMC
will reach an agreement on terms regarding the acquisition of
Iomega by EMC. Additionally, there can be no assurance that, if an
agreement is reached between Iomega and EMC, the price per share
paid by EMC will be equal to the price per share specified in EMC's
current non-binding indication of interest. While Iomega's board
has authorized Iomega to enter into discussions with EMC, there is
no definitive proposal with terms and Iomega's board of directors
has not approved, adopted or recommended an EMC acquisition
proposal. Moreover, Iomega's board of directors has not withdrawn,
qualified, or modified its recommendation with respect to the
ExcelStor Purchase Agreement, or the transactions contemplated
thereby, and the ExcelStor Purchase Agreement among Iomega, the
Selling Shareholders and ExcelStor remains in full force and
effect. As previously announced on December 12, 2007, pursuant to
the share purchase agreement with ExcelStor and the Selling
Shareholders, Iomega proposes to acquire 100% of the issued and
outstanding equity interests in ExcelStor, from the Selling
Shareholders, in exchange for a number of shares of Iomega's common
stock (utilizing the treasury stock method) that will represent, in
the aggregate, approximately 60% of the issued and outstanding
capital stock of Iomega immediately following the completion of the
transactions. Iomega and the Selling Stockholders are in the
process of preparing the required filings for obtaining the
necessary regulatory and stockholder approvals for the business
combination. As required by the ExcelStor Purchase Agreement,
before entering into discussions with or furnishing any information
to EMC, Iomega will execute a confidentiality agreement with EMC.
As a matter of policy, and consistent with its obligations under
the ExcelStor Purchase Agreement, Iomega will not be issuing any
further press releases and will not be updating the market about
the status of the EMC acquisition proposal or the course of any
discussions with EMC until such time as further action on the part
of Iomega is required, if at all, pursuant to the terms of the
ExcelStor Purchase Agreement, nor will it comment upon any rumors
with regard to the foregoing. About Iomega Iomega Corporation,
headquartered in San Diego, is a worldwide leader in innovative
storage and network security solutions for small and mid-sized
businesses, consumers and others. The Company has sold more than
400 million digital storage drives and disks since its inception in
1980. Today, Iomega's product portfolio includes industry leading
network attached storage products, external hard drives, and its
own award-winning removable storage technology, the REV(R) Backup
Drive. OfficeScreen(R), Iomega's managed security services
available in the U.S. and select markets in Europe, provides
enterprise quality perimeter security and secure remote network
access for SMBs, which help protect small enterprises from data
theft and liability. To learn about all of Iomega's digital storage
products and managed services solutions, please go to the Web at
http://www.iomega.com/. Resellers can visit Iomega at
http://www.iomega.com/ipartner. Special Note Regarding
Forward-Looking Statements Statements contained in this release
regarding the Company's disclosure of information to, and
discussions with, EMC regarding their acquisition proposal, and any
other statements that are not purely historical are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. All such statements are based upon information
available to us as of March 17, 2008, and we disclaim any intention
or obligation to update any such statements. Actual results could
differ materially from current expectations. For a list and
description of risks and uncertainties associated with the
Company's business, see the Company's reports filed from time to
time by the Company with the U.S. Securities and Exchange
Commission, including the Company's most recent Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q. Important Additional
Information for Investors and Stockholders In connection with the
transaction with ExcelStor and the Selling Shareholders, the
Company intends to file a proxy statement with the SEC. INVESTORS
AND STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and stockholders may obtain a free copy of
the proxy statement (when it becomes available) and other documents
filed by the Company at the SEC's website at http://www.sec.gov/. A
free copy of the proxy statement when it becomes available may also
be obtained from the Company, by calling Investor Relations at
(801) 332-3585 or by writing to Iomega Corporation, Attn: Investor
Relations, 10955 Vista Sorrento Parkway, San Diego, CA 91230. The
Company, ExcelStor, the Selling Shareholders, and each of their
respective executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders
of the Company in favor of the transaction. Information about the
executive officers and directors of the Company and their ownership
of the Company's common stock is set forth in the proxy statement
for the Company's 2007 Annual Meeting of Stockholders filed with
the SEC on April 13, 2007 and the Company's Current Reports on Form
8-K filed with the SEC on September 27, 2007, November 8, 2007,
December 12, 2007, December 20, 2007, January 23, 2008, and
February 5, 2008. Certain directors and executive officers of the
Company may have direct or indirect interests in the transaction
due to securities holdings, pre-existing or future indemnification
arrangements, vesting of options or rights to severance payments if
their employment is terminated following the transaction.
Additional information regarding the Company, ExcelStor, the
Selling Shareholders, and the interests of each of their respective
executive officers and directors in the transaction will be
contained in the proxy statement regarding the transaction that
will be filed by the Company with the SEC. Copyright(C) 2008 Iomega
Corporation. All rights reserved. Iomega, REV, and OfficeScreen are
either registered trademarks or trademarks of Iomega Corporation in
the United States and/or other countries. All other trademarks,
trade names, service marks, and logos referenced herein belong to
their respective companies. Media, please contact: Chris Romoser,
Iomega Corporation, (858) 314-7148, Analyst/Investors, please
contact: Preston Romm, Iomega Corporation, (858) 314-7188
DATASOURCE: Iomega Corporation CONTACT: Media, Chris Romoser,
+1-858-314-7148, , or Analyst|Investors, Preston Romm,
+1-858-314-7188, both of Iomega Corporation Web site:
http://www.iomega.com/
Copyright
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