Advanced Digital Information (ADIC) Inactive
Filed: 3 May 06, 12:00am
Filed by Quantum Corporation 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: Advanced Digital Information Corporation
Commission File No.: 0-21103
Quantum and ADIC: A Great Combination
All-Employee Meetings May 3, 2006
Quantum
Today’s Agenda
ADIC Acquisition (Rick)
Next Steps (Rick)
Q&A
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
What We’re Announcing Today
The two leading, independent backup, recovery and archive providers…
Quantum
+
adic
Intelligent Storage™
are joining together to give customers…
the most comprehensive and integrated range of solutions for storing, managing, protecting and recovering their data.
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
Industry Analyst Reaction
“This is a brilliant strategic move by Quantum and great news for customers… This acquisition propels Quantum into a clear top three position among the largest data protection suppliers, and makes them big enough to control their own fate. I love this deal.”
Steve Duplessie, founder and senior analyst of Enterprise Strategy Group
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
About ADIC
Founded in 1983
Manufacture and sell
Tape automation
Disk-based backup systems
Data management and archiving software
Storage networking appliances
1100 employees
Headquartered in Redmond, WA
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
$20 Billion Growth Market
Target Market Represents Growth Opportunity that is 2X the Rate of Storage Industry Overall
Total Storage Market End-user Revenue
Recovery Storage Market End-user Revenue
Total Storage Market 2006 CAGR%
Network Infrastructure $3.2 18.9%
Management Software $8.9 12.0%
Tape Devices / Systems $7.9 5.2%
Host-Attached Disk $7.3 -5.8%
Disk Arrays $18.4 6.3%
Total $45.7 5.5%
Recovery Storage Market 2006 CAGR%
Services $0.08 15.8%
Network Infrastructure $1.30 28.5%
Management Software $5.30 11.6%
Tape Devices / Systems $7.9 5.2%
Disk Systems $4.92 18.4%
Total $19.50 11.4%
CAGR is for 2003-2008
Source: IDC
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
Quantum’s Strategic Priorities
More diverse, differentiated and valuable storage market position
Develop stronger execution platform that facilitates success by leveraging Quantum’s breadth to create sustainable cost and quality advantages
Build on industry’s leading independent tape business by capitalizing on unique position as developer of tape drives, media and automation
Create growth platform by moving beyond tape with disk, software and services optimized for tiered storage environments
Increased customer value and better overall experience
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
Quantum – ADIC Combination
Transform the company into a market-focused, customer-oriented organization!
Three strategic priorities:
1. Expand our market access
Broaden our OEM base and increase our presence in the branded channel
Nearly triple our sales force, resulting in increased global scale
2. Develop a stronger growth platform
Increase our investment in higher growth opportunities
Provide more avenues for collaboration and innovation across R&D functions to address emerging customer needs
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
Quantum – ADIC Combination
Transform the company into a market-focused, customer-oriented organization!
3. Enhance our financial position
Expand and diversify our revenue base
Increase the proportion of branded channel and service business
Achieve meaningful synergies and generate more cash and increased profitability
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
Broad Coverage of User Needs
High Volume High Touch
adic Intelligent Storage tm
quantum
Backup recovery archive it’s what we do
Workgroup
Midrange
Enterprise
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
Combination Leverages Strengths
Quantum’s relative strengths
Tape drives and media
Low-end tape automation
Removable disk drives
Security
High volume channel
Common strengths; more critical mass
Midrange tape automation
Disk-based backup
Services
OEM partnerships
ADIC’s relative strengths
Enterprise tape automation
Data management software
Enterprise sales expertise
Direct and vertical accounts
EMEA and APAC field coverage
Data Protection Leadership SMB Midrange Enterprise
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
Extensive Solutions Platform
Our Vision: Comprehensive and integrated solutions for storing, managing, protecting and recovering data
Core Backup & Recovery
Remote Site Disaster Recovery
Workflow & Archiving
Tiered Data Center Storage
Data Mgmt.
Storage Security
Scalar 10k
DX-Series
DPM5500
Scalar i500
SuperLoader 3
PX720
Pathlight VX
Scalar i2000
PX500 Series
FastStor iSurety
Guardian
Global Services
StorageCare™
StorNext
iSurety
Rocksoft
DLTSAGE
DECRU
A Netapp Company
Symantec
Yosemite
Backup simplified
LTO
Linear tape-open
Dat
Digital audio tape
DLT tape
Travan
Go vault
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
Transaction Summary
Definitive agreement signed May 2
ADIC to be acquired for $12.25 per share (approximately $770M total)
Cash transaction
Shareholders may opt to receive Quantum stock
Approximately $45 million in annual cost synergies
Up to 15 cents accretive on cash EPS basis in first full year after closing
Transaction subject to regulatory and ADIC shareholder approval
Deal expected to close in 3-4 months
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
The Combined Company
Over $1.2B in revenues
Over 3000 employees
500 salespeople and 700 service people worldwide
Over 250 enterprise VARs
Over 5,000 VARs actively selling product each quarter
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
Succeeding Together
World-class global team of employees
Customer-centric culture
Significant market opportunity
Compelling strategic rationale
Complementary assets and capabilities
Extensive, synergistic solutions portfolio
Financial strength
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
Integration Plan
Integration plan to be developed between now and close (approximately 3–4 month period)
Andy Panayides — Integration leader
Integration activities to be organized around key teams: Sales/Marketing, Engineering, Manufacturing Ops, Roadmap and G&A
Teams will be comprised of employees from both companies
Actual integration to occur after close
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
How to Conduct Business
Until closing, plan, but do not implement.
Meetings and discussions involving only Quantum or only ADIC employees are always okay. Meetings between Quantum and ADIC employees may be okay, depending on subject matter.
If you have questions, please contact your manager or submit them to the Question Box on the ADIC Integration Site on myQ (available by end of week)
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
Today’s Agenda
ADIC Acquisition (Rick)
Next Steps (Rick)
Q&A
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
What’s Next
Complete the operations work – new product ramps, quality, operations changes, etc.
Launch DLT-S4 in SuperLoader3 and PX500
Focus on the next range of new products
Continue simplifying business systems and processes through Project Nike
Successfully close ADIC acquisition
DRIVE REVENUE PERFORMANCE!
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
Today’s Agenda
ADIC Acquisition (Rick)
Next Steps (Rick)
Q&A
20
©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
Additional Information and Where to Find It
Quantum plans to file with the SEC a Registration Statement on Form S 4 in connection with the transaction, and ADIC 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 Quantum, ADIC, the transaction and related matters. Investors and stockholders are urged to read the Registration Statement and the Proxy Statement/Prospectus carefully when they are available. Investors and stockholders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and other documents filed with the SEC by Quantum and ADIC through the web site maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus from Quantum by contacting Investor Relations at (408) 944-4450 or IR@quantum.com, or from ADIC by contacting Stacie Timmermans at (425) 881-8004 or stacie.timmermans@adic.com.
Quantum and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of ADIC in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein will be included in the Proxy Statement/Prospectus described above.
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
Forward-Looking Statements
This presentation contains forward-looking statements within the meaning of the federal securities laws including, without limitation, statements regarding the following: the merger transaction and the benefits and synergies of the merger; expectation that target market represents growth opportunity compared to growth of storage industry; expected benefits of increased financial strength; and the revenues, partners, markets, customers, products and technologies of the combined company. These forward-looking statements are subject to risks and uncertainties as well as assumptions that could cause the actual results of Quantum to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, the following: the approval of the transaction by the stockholders of ADIC; the satisfaction of closing conditions to the transaction, including the receipt of regulatory approvals; the successful and timely integration of ADIC operations, technologies and employees with those of Quantum; the ability to realize the anticipated benefits or synergies of the transaction in a timely manner or at all; fluctuations in the demand for the products of the combined company; possible development or marketing delays relating to product offerings of the combined company; the introduction of new products or technologies by competitors; and the ability of the combined company to achieve expected operating and financial results. A detailed discussion of other risks and uncertainties that could cause actual results or events to differ materially from such forward-looking statements will be included in the registration statement on Form S-4 that Quantum will file with the Securities and Exchange Commission. Quantum and ADIC undertake no obligation and do not intend to update these forward-looking statements to reflect events or circumstances occurring after this presentation.
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©2006 Quantum Corporation. Company Confidential. Forward-looking information is based upon multiple assumptions and uncertainties, does not necessarily represent the company’s outlook and is for planning purposes only.
Quantum
Quantum and ADIC: A Great Combination
All-Employee Meetings May 3, 2006
Quantum