FOR IMMEDIATE RELEASE
Mark Fredrickson, EMC
508-435-1000 Ext. 77137
fredrickson_mark@emc.com
Ray Thomas, Data General
508-898-6545
ray_thomas@dcg.com
EMC TO ACQUIRE DATA GENERAL
Accretive Transaction Will Enable EMC to Penetrate New Storage Markets
HOPKINTON, Mass. - August 9, 1999 - EMC Corporation (NYSE:EMC), the world's
leading provider of enterprise storage systems, software, and services, and Data
General Corporation (NYSE:DGN) today announced that they have entered into a
definitive agreement for the acquisition of Data General by EMC. Under the
terms of the agreement, EMC will issue 0.3262 of a share of EMC common stock for
each share of Data General common stock, subject to certain adjustments. Based
upon the August 6, 1999, closing price of EMC common stock, the transaction is
valued at approximately $19.58 per Data General share, for a total consideration
of approximately $1.1 billion. Completion of the transaction is subject to
approval of Data General stockholders and appropriate regulatory review, and is
expected to occur before the end of 1999. EMC expects the acquisition to be
accretive to its fiscal year 2000 earnings and significantly accretive to fiscal
year 2001 earnings.
This acquisition will enable EMC to address customer requirements in the
rapidly growing midrange storage market, an approximately $10 billion market in
1998. Data General's CLARiiON storage products are recognized as among the most
advanced midrange storage systems in the world. When combined with EMC's
industry-leading software, distribution and services capabilities, these
products will emerge as the world's most advanced midrange storage solutions and
enable EMC to fully address all of its customers' online storage needs in both
new and existing markets.
Data General's AViiON server business will operate as a separate unit of
EMC, with continued focus on the NUMA (non-uniform memory access) architecture,
enterprise Windows NT, and serving the computing needs of the worldwide health
care market. EMC also plans to leverage Data General's core research and
development expertise in Intel-based processor systems and high-performance
operating systems across EMC's existing range of products. These technologies
also will be highly valuable in developing network-attached storage solutions
for the future.
Michael C. Ruettgers, EMC President and CEO, said, "This acquisition
delivers on our long-stated objective of constantly expanding our market
opportunities. Data General's products
Emc To Acquire Data General Page 2
have proven technology leadership in the midrange storage market, particularly
in the Windows NT and UNIX environments, but have lacked the global distribution
and support needed to achieve their full market potential. We believe they will
provide an excellent complement to our high-end Symmetrix Enterprise Storage
family and will enable us to serve this growing market segment."
Ronald L. Skates, Data General President and CEO, said, "As a technology
and market leader with an unmatched track record of execution, EMC is the ideal
company to continue the hard work and innovation of Data General into the next
millennium. We look forward to the opportunity for our technologies and our
people to thrive as part of EMC."
EMC's Ruettgers continued, "This acquisition also represents the union of
two of the largest Massachusetts-based technology companies, Data General with
its origins in the early years of the computer industry and EMC at the forefront
of the current explosion in demand for intelligent storage. The fact that we are
neighbors, with headquarters just a few miles apart, gives us even greater
confidence in our ability to maximize synergies and achieve the most efficient
integration possible."
The transaction is intended to qualify as a pooling-of-interests for
accounting purposes and as a tax-free exchange of shares under IRS regulations.
Data General, based in Westboro, Massachusetts, is a major supplier of
storage and enterprise computing solutions for customers worldwide. The
company's products include CLARiiON Fibre Channel storage systems, high-end
Windows NT and UNIX AViiON servers, and related software and services. The
company reported fiscal 1998 revenues of $1.5 billion. Additional information on
the company, its products, and services is available on the Internet at
www.dg.com.
EMC Corporation, based in Hopkinton, Massachusetts, is the world's
technology and market leader in the rapidly growing market for intelligent
enterprise storage systems, software, networks and services. EMC's products
store, retrieve, manage, protect and share information from all major computing
environments, including UNIX, Windows NT and mainframe platforms. EMC has
offices worldwide, trades on the New York Stock Exchange under the symbol EMC,
and is a component of the S&P 500 Index. For further information about EMC and
its storage solutions, EMC's corporate web site can be accessed at
http://www.emc.com.
This release contains "forward-looking statements" as defined under the
Federal Securities Laws. Actual results could differ materially from those
projected in the forward-looking statements as a result of certain risk factors,
including but not limited to: (i) the operational integration associated with
acquisitions; (ii) delays in the development, production or acceptance of either
company's products; (iii) the transition to new products; (iv) competitive
factors, including but not limited to pricing pressures, in the computer storage
market; (v) the relative and varying rates of product price and component cost
declines; (vi) other risks associated with acquisitions; and (vii) other one-
time events and other important factors disclosed previously and from time to
time in EMC's filings with the U.S. Securities and Exchange Commission.