Sun Microsystems To Acquire
StorageTek For $4.1 Billion, Creating A Global Leader In
Network Computing And Data Management
Transaction Joins Technology Leaders with Nearly 60 Years
of Combined Experience in Mission-Critical Environments
Sun Technology and Customer Base Grows Beyond Solaris
and Java to Include Broad Range of Information Lifecycle
Management Solutions
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Transaction Joins Technology Leaders with
Nearly 60 Years of Combined Experience in Mission-Critical
Environments
Sun Technology and Customer Base Grows
Beyond Solaris and Java to Include Broad Range of Information
Lifecycle Management Solutions
SANTA CLARA, CALIF. and LOUISVILLE, COLO. - June 2, 2005 -
Sun Microsystems, Inc. (NASDAQ: SUNW) and Storage Technology
Corporation (NYSE: STK) today announced that they have entered
into a definitive agreement under which Sun will acquire
StorageTek. The combination will create a new global leader in
comprehensive network computing and data management which
collectively had total annual revenues of more than $13
billion in the past four quarters. Together, Sun and
StorageTek can offer customers the most complete range of
products, services and solutions available for securely
managing mission-critical data assets. By bringing a systems
approach to Information Lifecycle Management (ILM), Sun will
be well-positioned to help customers better manage their
growing privacy, security, compliance and policy requirements.
Under the terms of the agreement approved by both boards of
directors, StorageTek stockholders will receive $37 per share
in cash for each StorageTek share for an aggregate value of
approximately $4.1 billion, including the assumption of
employee stock options. Sun expects the transaction to be
accretive to non-GAAP earnings in the first 12 months
following the closing.
"Sun's technical and financial strength puts us in a great
position to act as a consolidator in the IT industry. This
acquisition is part of an ongoing strategy to respond to
customers seeking to rationalize their datacenter purchases -
to free up time and dollars to focus on compliance,
architectural integration, security and, of course, the bottom
line," said Scott McNealy, chairman and chief executive
officer, Sun Microsystems, Inc. "With this announcement, Sun
solidifies its leadership position, with the highest volume
computing platforms, the most comprehensive data and identity
management solutions, and when combined with StorageTek, an
unmatched ability to earn the confidence of customers as they
develop, deploy and manage information assets throughout their
entire lifecycle."
"Together, the two companies enjoy financial strength, a
complete systems offering, an impressive list of blue chip
customers and global reach. We look forward to welcoming the
StorageTek workforce into the Sun organization and are
confident that the combined enterprise, with its broader range
of products, services and capabilities will significantly
expand our customer base and opportunities for growth," added
McNealy.
"StorageTek's decision to combine with Sun reflects our
determination to act in the best interests of our customers,
shareholders, employees and other constituents," said Patrick
J. Martin, chairman, president and chief executive officer,
StorageTek. "By joining forces with Sun to form a combined
enterprise with greatly enhanced technological, operational
and financial resources, we are positioning that enterprise
for accelerated growth and solid performance for years to
come. I strongly believe that for StorageTek and all our
constituents, this is the right transaction, with the right
partner, for the right reasons, at the right time," Martin
concluded.
The products, services and solutions currently offered by
Sun and StorageTek complement each other, and form one of the
most comprehensive storage and data management portfolios in
the industry. Sun today offers a line of innovative storage
and networking products, including the Sun StorEdge™ 6920
storage system, a platform for virtualization and data
services on almost any vendor's storage system. Coupled with
StorageTek's new line of data protection and intelligent
archive products, including its Storage Resource Management
software and virtual tape solutions, Sun customers will have
the ability to implement comprehensive ILM storage
infrastructures with intelligence to maximize storage
utilization and ensure compliance in enterprise, midrange and
workgroup environments.
Following completion of the proposed transaction, which is
expected to occur in late Summer/early Fall 2005, StorageTek
will become fully integrated within Sun's organization. In the
interim, a joint team with representatives of both companies
will develop integration plans that build upon the
technological, product and cultural synergies and the best
business and product development practices of both companies.
Completion of the transaction is subject to regulatory
approval, StorageTek shareholder approval and other customary
closing conditions.
The management teams of both companies will host a
financial analyst and investor conference call today at 5:15
a.m. PT (8:15 a.m. ET). The call can be accessed at
888-692-0418 (U.S.) or 706-643-7750 (outside U.S.). The
conference call will also be webcast at
http://www.sun.com/investors and http://www.storagetek.com.
For those unable to listen to the live conference call, a
telephone replay will be available at 800-642-1687 (U.S.) or
706-645-9291 (outside U.S.) with conference call ID #6797028.
The telephone replay will be available beginning June 2, 2005
at 7:15 a.m. PT through June 9, 2005 at 8:59 p.m. PT.
Safe Harbor
This press release contains forward-looking statements that
involve risks and uncertainties. These forward-looking
statements include statements regarding the expected financial
performance of Sun Microsystems, Inc. following the
consummation of the acquisition, Sun's ability to achieve the
expected synergies as a result of the acquisition, the
strengthening of Sun's position in the storage market as a
result of the acquisition, and the expected timing for closing
the acquisition in late Summer/early Fall 2005. Such
statements are just predictions and involve risks and
uncertainties such that actual results and performance may
differ materially. Factors that might cause such a difference
include the failure to (1) receive regulatory approval and
approval from StorageTek shareholders for the acquisition, (2)
successfully integrate StorageTek and its employees into Sun
and achieve expected synergies, (3) accurately forecast the
acquisition related restructuring costs and allocation of the
purchase price to in process research and development,
goodwill and other intangibles acquisition related inventory
and other asset adjustments, as well as the impact of equity
based compensation expense associated with FAS 123R, (4)
compete successfully in this highly competitive and rapidly
changing marketplace, and (5) retain key employees. These and
other risks are detailed from time to time in Sun's periodic
reports that are filed with the Securities and Exchange
Commission, including Sun's annual report on Form 10-K for the
fiscal year ended June 30, 2004 and its quarterly reports on
Form 10-Q for the fiscal quarters ended September 26, 2004,
December 26, 2004 and March 27, 2005.
Additional Information and Where to Find It
StorageTek has agreed to file a proxy statement in
connection with the proposed Merger. The proxy statement will
be mailed to the stockholders of StorageTek. StorageTek's
stockholders are urged to read the proxy statement and other
relevant materials when they become available because they
will contain important information about the acquisition and
StorageTek. Investors and security holders may obtain free
copies of these documents (when they are available) and other
documents filed with the Securities and Exchange Commission
(the "SEC") at the SEC's web site at www.sec.gov. In addition,
investors and security holders may obtain free copies of the
documents filed with the SEC by StorageTek by going to
StorageTek's Investor Relations page on its corporate website
at http://www.storagetek.com/.
In addition, StorageTek and its officers and directors may
be deemed to be participants in the solicitation of proxies
from StorageTek's stockholders with respect to the
acquisition. A description of any interests that StorageTek's
officers and directors have in the acquisition will be
available in the proxy statement. In addition, Sun may be
deemed to have participated in the solicitation of proxies
from StorageTek's stockholders in favor of the approval of the
acquisition. Information concerning Sun's directors and
executive officers is set forth in Sun's proxy statement for
its 2004 annual meeting of stockholders, which was filed with
the SEC on September 22, 2004, and annual report on Form 10-K
filed with the SEC on September 13, 2004. These documents are
available free of charge at the SEC's web site at http://www.sec.gov/ or by going
to Sun's Investor Relations page on its corporate website at
http://www.sun.com/.
About StorageTek
StorageTek is a $2.2 billion global company that enables
businesses, through its information lifecycle management
strategy, to align the cost of storage with the value of
information. The company's innovative storage solutions manage
the complexity and growth of information, lower costs, improve
efficiency and protect investments. For more information, see
www.storagetek.com, or call 1.800.786.7835.
About Sun Microsystems, Inc.
A singular vision -- "The Network Is The Computer"™ --
guides Sun in the development of technologies that power the
world's most important markets. Sun's philosophy of sharing
innovation and building communities is at the forefront of the
next wave of computing: the Participation Age. Sun can be
found in more than 100 countries and on the Web at sun.com.
Sun, Sun Microsystems, the Sun logo, Solaris, Java,
StorEdge and The Network Is The Computer are trademarks or
registered trademarks of Sun Microsystems, Inc. in the United
States and other countries.
StorageTek and the StorageTek logo are registered
trademarks of Storage Technology Corporation. Other names
mentioned may be trademarks of Storage Technology Corporation
or other vendors/manufacturers.
FOR MORE INFORMATION Sun Media Contact: Stephanie
Von Allmen 650-786-8589 stephanie.vonallmen@sun.com
Sun Industry Analyst Contact: Joanne
Masters 650-786-0847 joanne.masters@sun.com
Sun Investor Contact: Paul
Ziots 650-786-0411 paul.ziots@sun.com
StorageTek Media/Industry Analyst Contact: Jeremy
Story 303-661-6169 jeremy_story@storagetek.com
StorageTek Investor Contact: Dana
Johnson 303-661-2676 dana_johnson@storagetek.com
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