ARMONK, NY and MARKHAM, ONTARIO - 16 Jul 2007: IBM (NYSE: IBM) and DataMirror Corporation (TSX: DMC) today announced an agreement for IBM to acquire DataMirror based in Markham, Ontario. Under the Arrangement Agreement, IBM will acquire all of the outstanding DataMirror common shares at a price of C$27.00 per common share payable in cash, amounting to total consideration of approximately C$170 million (approximately $161 million USD).
DataMirror is a provider of technology that identifies and captures data that has been added, updated or deleted and allows the changed data to be delivered in real time to processes, applications and databases, ensuring that continuous, accurate and trusted information is available for decision-making.
"Organizations need the ability to capture and use information in real-time to help them make better business decisions, better serve their customers and increase operational efficiencies," said Ambuj Goyal, general manager, IBM Information Management. "The combination of DataMirror technology and IBM information management software will help customers bring real-time data analysis closer to actual business processes, allowing them to be more competitive and to generate more value from their information."
"IBM's global reach and industry leading integration solutions will rapidly expand the impact of DataMirror software," said Nigel Stokes, chief executive officer and founder, DataMirror. "This transaction represents a validation of the hard work of the DataMirror team over the last ten years, and an opportunity for our customers to continue to leverage our unique solutions."
The acquisition of DataMirror will further IBM's cross-company Information on Demand business initiative, aimed at capturing the growing market opportunity for enabling customers to use information as a competitive and strategic business asset. IBM's strategy is to provide customers with the data they need -- when they need it -- to help them quickly respond to changing market demands, rapidly identify new business opportunities, and improve business results.
For example, with DataMirror technology, a retailer can incorporate information from point of sale systems into a data warehouse in real-time and automatically trigger important business decisions and events, such as replenishing low stock based on current sales and inventory figures. Likewise, a telecommunications company's billing system information can be integrated into customer resource management systems for a near real-time view of customers.
Following completion of the acquisition, IBM intends to:
DataMirror has approximately 220 employees and more than 2,200 customers including Debenhams, FedEx Ground, First American Bank, Priority Health, Tiffany & Co., and Union Pacific Railroad.
The acquisition is subject to shareholder and regulatory approvals and customary closing conditions. It is anticipated to close in the third calendar quarter of 2007.
The desire by businesses to access, manage and deliver information more efficiently is driving rapid change in the information technology marketplace. Companies grappling with business demands are striving to capture and integrate information in a more seamless, real-time fashion across their enterprises. The combination of IBM and DataMirror allows both sets of customers to utilize DataMirror's industry leading data-change event capture technology together with the industry's most powerful information integration platform, IBM Information Server, delivering more value to customers by allowing information integration to be driven at the speed of business.
For more information about IBM, go to http://www-306.ibm.com/software/data/
DataMirror, a leading provider of real-time data integration and data protection solutions, improves the integrity and reliability of information across all of the systems that create and store data. DataMirror's flexible and innovative integration solutions allow customers to easily and continuously detect, translate, and communicate all information changes throughout the enterprise. DataMirror helps customers make better decisions by providing access to the continuous, accurate information they need to take timely action and move forward faster. More than 2,200 companies have gained tangible competitive advantage from DataMirror software. DataMirror is headquartered in Markham, Canada, and has offices around the globe. For more information, visit www.datamirror.com.
Information About the Transaction
This transaction reflects significant value for DataMirror shareholders, representing a premium of 19.42 percent over the twenty-day volume weighted average trading price of C$22.61 for DataMirror common shares on the Toronto Stock Exchange.
The Arrangement Agreement has been reviewed by a Special Committee of the Board of Directors of DataMirror and has been unanimously approved by the Board of Directors of DataMirror following the unanimous recommendation of the Special Committee. The Board of Directors of DataMirror unanimously recommends that the shareholders vote in favour of the transaction. PageMill Partners, LLC acted as financial advisor to DataMirror, and the Special Committee and the Board of Directors have received an opinion from Orion Securities Inc. that the consideration offered under the transaction is fair, from a financial point of view, to DataMirror shareholders. The fairness opinion of Orion Securities Inc. will be included in the meeting materials to be sent to DataMirror shareholders. Holders of 2,543,669 DataMirror common shares, representing approximately 40.3% of DataMirror's outstanding common shares, have agreed to vote in favour of the transaction.
The transaction will be carried out by way of a statutory plan of arrangement. Subject to court approval, the transaction must be approved by not less than two-thirds of the votes cast by DataMirror shareholders at a special meeting of shareholders expected to be held on or about August 24, 2007. Closing is subject to certain other conditions, including receipt of applicable regulatory approvals.
Shareholders may obtain a copy of the Arrangement Agreement, management information circular, and other meeting materials when they become available at www.sedar.com.
This news release contains certain statements that constitute forward-looking information within the meaning of applicable Canadian securities laws, Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934 ("forward-looking statements"). Forward-looking statements also include, without limitation, statements regarding expectations, beliefs, intentions, circumstances or strategies regarding the future and all statements regarding possible events, conditions or results of operations that are based on assumptions about future economic conditions and courses of action. Such forward-looking statements involve known and unknown risks, uncertainties and other factors including but not limited to: (1) DataMirror's and IBM's ability to close the transaction in the time period anticipated, if at all, which is dependent upon the parties' ability to receive the requisite regulatory approvals and to comply with the closing conditions to the transactions, some of which are beyond the control of DataMirror and/or IBM; and (2) the functionality, characteristics, quality and performance capabilities of DataMirror's products and technology; results achievable and benefits attainable through deployment of DataMirror's products and provision of services; and the ability of DataMirror's products to help companies identify, capture and use information. These forward-looking statements speak only as of the date on which they are made, are not guarantees of future performance, and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results could materially differ from what is expressed, implied, or forecasted in such forward-looking statements. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions.
Neither DataMirror nor IBM, nor any of their associates or respective directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this news release will actually occur. You are cautioned not to place undue reliance on these forward-looking statements.
Other than in accordance with its legal or regulatory obligations, neither DataMirror or IBM is under an obligation and expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For more information on the risks and uncertainties relating to forward-looking statements please refer to DataMirror's filings with Canadian provincial securities regulators including the Annual Information Form and Management's Discussion & Analysis for fiscal year ended 2007. The forward-looking statements are to be subject to the safe-harbor provided by the Private Securities Litigation Reform Act of 1995.
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