EMC Announces Definitive Agreement to Acquire RSA Security, Further Advancing Information-Centric Security
Market Leaders in Information Management and Information Security Join to Help Organizations Secure Information Throughout its Lifecycle
HOPKINTON and BEDFORD, Mass .-Thursday, June 29, 2006 -- EMC Corporation (NYSE:EMC), the leader in information management and storage, and RSA Security Inc. (NASDAQ:RSAS), the leader in protecting and managing identities and digital assets, today announced a definitive agreement for EMC to acquire RSA. Under the terms of the agreement, EMC will pay $28.00 per share in cash in exchange for each share of RSA and the assumption of outstanding options, for an aggregate purchase price of slightly less than $2.1 billion, net of RSA's existing cash balance.
EMCs acquisition of RSA brings together two market leaders with a shared vision for helping organizations of all sizes securely manage their information throughout its lifecycle. The acquisition adds industry-leading identity and access management solutions and encryption and key management software to EMCs expanding, information-centric security portfolio. The acquisition is expected to be completed late in the third quarter or early in the fourth quarter of 2006, subject to customary closing conditions and regulatory approvals.
Joe Tucci, EMCs Chairman, President and CEO, said, Information security is a top priority among executives around the world, and it has become an inseparable attribute of information management. Businesses cant secure what they dont manage, and when it comes to securing information, that means simply two things managing the data and managing access to the data. EMC is the leading provider of information management solutions. Bringing RSA into the fold provides EMC with industry-leading identity and access management technologies and best-in-class encryption and key management software to help EMC deliver information lifecycle management securely.
RSA provides technologies to secure information no matter where it resides or travels inside or outside of an organization and throughout its lifecycle. With industry-leading authentication, access control, and encryption solutions, RSA helps organizations of all sizes ensure the authenticity and protection of people, information and transactions.
This acquisition signals a fundamental change in the landscape of the security market, continued Tucci. EMC is 100% committed to applying the resources required to continue to expand RSAs leading market share while also tightly integrating their technology with EMCs products to bring customers the best information-centric security portfolio available.
According to recent surveys conducted by industry and financial analyst firms, information security is the number one priority among CIOs. Meanwhile, 75% of U.S. companies suffer data loss each year. With high-profile data breaches garnering national coverage and pressure to meet regulatory compliance, the combination of RSAs security offerings and EMCs information management and storage solutions uniquely addresses the markets rapidly growing need for information-centric security.
EMCs information-centric security strategy implements an integrated, four-part solution that secures information throughout its lifecycle. The strategy helps customers assess the security of their information, secure their information infrastructure, directly protect their sensitive information, and manage security information and events to assure effectiveness and ease the burdens of compliance. The integration of RSAs authentication and access management capabilities will build on EMCs foundation of inherently secure products and processes. RSAs encryption and key management technology will be central to EMCs strategy to directly protect the information no matter where it resides within or outside of an organization.
Art Coviello, RSA CEO and President, said, Information security threats are evolving from attacks on the network and the perimeter to attacks on the data itself. These attacks are designed to obtain information, intellectual property and other information that can be exploited for criminal gain. For this reason, security must be an integral part of the information infrastructure, transparently allowing authorized users to easily get access to information. The combination of RSAs leading security technology coupled with EMCs best-in-class information infrastructure and financial resources will accelerate the integration of security into the information infrastructure.
On a GAAP basis, EMC currently expects the acquisition of RSA will be dilutive by $.03 per diluted share in 2007 and will not have a material impact on diluted earnings per share in 2008. On a non-GAAP basis, which excludes the impact of intangible amortization and stock option expense, EMC currently expects the acquisition will not have a material impact on diluted earnings per share in 2007 and will be accretive to earnings by $.03 per diluted share in 2008.
Upon completion of the acquisition, RSA will operate as EMCs Information Security Division, headquartered in Bedford, Mass. Art Coviello will become an Executive Vice President of EMC and President of the division.
Conference Call & Webcast
EMC Chairman, President and CEO Joe Tucci, RSA CEO and President Art Coviello, and EMC Vice Chairman and Chief Financial Officer Bill Teuber will discuss the acquisition on a conference call for financial analysts, investors and the news media at 5:30 p.m. EDT, today. The dial-in number is 210-234-0104. The pass code to access the call is EMC. For the general public, the call will be webcast with supporting slides at EMC and RSAs home pages, www.EMC.com and www.RSA.com. A replay of the call will be available approximately one hour following the call at 203-369-1706.
About EMC
EMC Corporation (NYSE: EMC) is the world leader in products, services and solutions for information management and storage that help organizations extract the maximum value from their information, at the lowest total cost, across every point in the information lifecycle. Information about EMC's products and services can be found at www.EMC.com
About RSA
RSA Security Inc. is the expert in protecting online identities and digital assets. The inventor of core security technologies for the Internet, the Company leads the way in strong authentication, encryption and anti-fraud protection, bringing trust to millions of user identities and the transactions that they perform. RSA Security's portfolio of award-winning identity & access management solutions helps businesses to establish who's who online - and what they can do. For more information, please visit www.rsasecurity.com
Source: EMC
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