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8-K - FORM 8-K - Double-Take Software, Inc. | c03750e8vk.htm |
EX-3.1 - EXHIBIT 3.1 - Double-Take Software, Inc. | c03750exv3w1.htm |
EX-3.2 - EXHIBIT 3.2 - Double-Take Software, Inc. | c03750exv3w2.htm |
Exhibit 99.1
DOUBLE-TAKE SOFTWARE, INC. STOCKHOLDERS APPROVE MERGER AGREEMENT WITH
WHOLLY-OWNED SUBSIDIARY OF VISION SOLUTIONS
WHOLLY-OWNED SUBSIDIARY OF VISION SOLUTIONS
Closing of Merger Anticipated on July 23, 2010
Southborough, Massachusetts (July 22, 2010) Double-Take Software, Inc. (NASDAQ: DBTK), a leading
provider of recovery solutions, today announced that on July 22, 2010, its stockholders approved
the proposal to adopt the previously announced merger agreement with Vision Solutions, Inc., a
portfolio company of Thoma Bravo, LLC, and HA Merger Sub, Inc., a wholly-owned subsidiary of Vision
Solutions.
The affirmative vote of the holders of a majority of the outstanding shares of the Companys common
stock was required to approve the proposal to adopt the merger agreement. According to the final
vote tally of shares of Double-Take Software common stock, approximately 71% of the outstanding
shares of Double-Take Software common stock as of June 18, 2010, the record date for the special
meeting, were voted to approve the proposal to adopt the merger agreement. Under the terms of the
merger agreement, the Companys stockholders will receive $10.55 in cash for each share of
Double-Take Software common stock they hold.
Subject to the satisfaction or waiver of certain conditions set forth in the merger agreement and
discussed in the Definitive Proxy Statement on Schedule 14A filed by Double-Take Software with the
Securities and Exchange Commission on June 21, 2010, Double-Take expects the merger contemplated by
the merger agreement to close on July 23, 2010 and that Double-Take Softwares common stock will
cease to trade on NASDAQ as of the close of business on July 23, 2010.
At the effective time of the merger, Double-Take will become a wholly-owned subsidiary of Vision
Solutions.
About Double-Take Software, Inc.
Headquartered in Southborough, Massachusetts, Double-Take® Software is a leading provider of
affordable software for recoverability, including continuous data replication, application
availability and system state protection. Double-Take Software products and services enable
customers to protect and recover business-critical data and applications such as Microsoft
Exchange, SQL, and SharePoint in both physical and virtual environments. With its unparalleled
partner programs, technical support, and professional services, Double-Take Software is the
solution of choice for more than nineteen thousand customers worldwide, from SMEs to the Fortune
500. Information about Double-Take Softwares products and services can be found at
www.doubletake.com.
About Vision Solutions, Inc.
Vision Solutions, Inc. is a leading provider of high availability, disaster recovery and system
management solutions for IBM Power Systems®. Vision Solutions supports its worldwide customers in
achieving their business goals through its leading-edge technologies and its global network of
partners. A portfolio company of Thoma Bravo, LLC, Vision Solutions is headquartered in Irvine,
California with offices worldwide. For more information, visit www.visionsolutions.com.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the safe
harbor provisions of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that are not historical facts. Words such as expect(s),
feel(s), believe(s), will, may, anticipate(s), intend(s) and similar expressions are
intended to identify such forward-looking statements. These statements include, but are not limited
to, the expected timing of the acquisition; the ability of Vision Solutions and Double-Take to
close the acquisition; and statements regarding future performance. All of such information and
statements are subject to certain risks and uncertainties, the effects of which are difficult to
predict and generally beyond the control of Double-Take, that could cause actual results to differ
materially from those expressed in, or implied or projected by, the forward-looking information and
statements. These risks and uncertainties include, but are not limited to: (i) uncertainties
associated with the acquisition of the Company by Vision, (ii) uncertainties as to the timing of
the
merger; (iii) the ability of the parties to satisfy closing conditions to the transaction; (iv)
changes in economic, business, competitive, technological and/or regulatory factors; and (v) those
risks identified and discussed by Double-Take in its filings with the U.S. Securities and Exchange
Commission. Readers are cautioned not to place undue reliance on these forward-looking statements
that speak only as of the date hereof. Neither Vision Solutions nor Double-Take undertakes any
obligation to republish revised forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged to
carefully review and consider the various disclosures in Double-Takes SEC periodic and interim
reports, including but not limited to its Definitive Proxy Statement on Schedule 14A filed on June
21, 2010, Annual Report on Form 10-K for the fiscal year ended December 31, 2009, Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 2010 and Current Reports on Form 8-K filed from
time to time by Double-Take. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release. All forward-looking statements
are qualified in their entirety by this cautionary statement.
CONTACT:
Double-Take Software, Inc.
S. Craig Huke
Chief Financial Officer
317-572-1857
investor@doubletake.com
or
Sapphire Investor Relations, LLC
Erica Mannion
Investor Relations
212-766-1800
investor@doubletake.com
S. Craig Huke
Chief Financial Officer
317-572-1857
investor@doubletake.com
or
Sapphire Investor Relations, LLC
Erica Mannion
Investor Relations
212-766-1800
investor@doubletake.com