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.: 333-159722
The
statements below were made to a media outlet in relation to the proposed acquisition of
Data Domain, Inc. (Data Domain) by NetApp, Inc. (NetApp) pursuant to the terms of an Agreement
and Plan of Merger, by and among NetApp, Kentucky Merger Sub One Corporation, Derby Merger Sub Two
LLC, and Data Domain, dated as of May 20, 2009, as amended on June 3, 2009.
Excerpt from Interview with NetApp, Inc. Chairman and Chief Executive Officer Daniel
Warmenhoven in eWeek.com on June 15, 2009
NetApp CEO and Chairman Dan Warmenhoven, naturally, was happy with the Data Domain board vote.
This announcement reaffirms our belief that the NetApp proposal provides attractive short- and
long-term value to Data Domain stockholders with no significant antitrust concerns and a clearer
and more timely path to close, Warmenhoven said.
Warmenhoven pointed out that the similarity of cultures between his company and Data Domain is a
key factor in the acquisition.
We believe employees will benefit from cultural compatibility and the ability to accelerate
productivity and innovation given the existence of complementary products and a larger base of
resources, Warmenhoven said.
In our merger, we believe customers will benefit from a lower risk of business disruption,
continued competition, an enhanced products and services offering, and the ability of the NetApp
sales and marketing organization to bring Data Domains products to more enterprises in the United
States and to more customers in Europe and Asia.
If its revised $1.9 billion agreement with Data Domain does become final, NetApp will acquire all
of the outstanding shares of Data Domains common stock for $30 per share in cash and stock. The
deal is expected to close in 60 to 110 days, NetApp said.
Forward-Looking Statements
In addition to historical information, this document contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The forward-looking statements contained herein
represent NetApps beliefs regarding future events, many of which are, by their nature, inherently
uncertain and outside NetApps control. Forward-looking statements include, but are not limited to,
statements regarding 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.
NetApp cautions readers that the forward-looking statements contained herein are subject to risks
and uncertainties that could cause actual results to differ materially from the results anticipated
by such statements. Such risks and uncertainties include, but are not limited to, NetApps ability
to obtain regulatory approvals of the transaction on the proposed terms and schedule; the risk that
Data Domains stockholders will not approve the transaction; the risk that the businesses will not
be integrated successfully; the risk that the cost savings and other synergies from the transaction
will not be fully realized or may take longer to realize than expected; the possibility that there
may be disruptions from the transaction making it more difficult to maintain relationships with
customers, employees or suppliers; uncertainties regarding competition and its effect on pricing,
spending, third-party relationships and revenues; and the other risks affecting NetApp, Data Domain
or the combined entity described in (i) the Proxy Statement/Prospectus filed by NetApp with the
Securities and Exchange Commission (the SEC) on June 4, 2009 and (ii) other filings made by
NetApp and Data Domain with the SEC, including, but not limited to, Quarterly Reports on Form 10-Q
and Annual Reports on Form 10-K. NetApp disclaims any obligation to update and revise the
forward-looking statements contained in these materials based on new information or otherwise.
Additional Information and Where to Find It
As mentioned above, in connection with the proposed acquisition of Data Domain, on June 4, 2009,
NetApp filed with the SEC a Registration Statement on Form S-4 (Commission File Number 333-159722)
containing a Proxy Statement/Prospectus for Data Domains stockholders, and NetApp and Data Domain
each plan to file with the SEC other documents regarding the proposed transaction. The definitive
Proxy Statement/Prospectus will be mailed to the stockholders of Data Domain. BEFORE MAKING ANY
INVESTMENT OR VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF DATA DOMAIN ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY
BECAUSE SUCH DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the Registration Statement,
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 Solicitation of Proxies
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. No additional consideration will be paid to any such participants as a
result of any such solicitations. Additional information regarding NetApps executive officers and
directors is included in NetApps definitive proxy statement on Schedule 14A, as filed with the SEC
on July 14, 2008, and additional information regarding Data Domains executive officers and
directors is included in the Proxy Statement/Prospectus referenced above, as well as in Data
Domains Annual Report on Form 10-K and Form 10-K/A, as filed with the SEC on March 13, 2009 and
April 30, 2009, respectively. You can obtain free copies of these documents from NetApp or Data
Domain using the contact information above.