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"They who can give up essential liberty to obtain a little temporary safety deserve neither liberty nor safety," in the immortal words of Benjamin Franklin. Well, Data Domain (Nasdaq: DDUP ) has to choose between liberty and security right now -- and the company is coming down on the side of security. Franklin would have given them a stern talking-to.
The little expert on highly efficient and cost-effective data storage is torn between a sure thing and a temptress. NetApp (Nasdaq: NTAP ) is the safe option, having signed a binding agreement to buy Data Domain for $30 per share in cash and stock. EMC's (NYSE: EMC ) $30 per share all-cash offer would be the new temptation that comes with alluring benefits like a much larger customer base and richer infrastructure -- but fewer guarantees. And Data Domain's board just told shareholders to stick with the sure thing and reject EMC's unsolicited tender offer.
In plain English, NetApp's offer gives Data Domain a chance to become a vital part of an up-and-comer in the storage world. Shares in lieu of cash don't feel as wrong when you're looking at an underdog trying to cement a place in the dynamic tech industry. Grab a few NetApp shares and take part in this rising star's growth story! It's the Silicon Valley mentality, reflecting the two companies' close physical relationship.
EMC is a distant giant with headquarters in Massachusetts. It's old money buying new growth with nothing but cash, and the board seems to fear becoming a small cog in EMC's huge, faceless machine. This feels almost like IBM (NYSE: IBM ) swallowing a Silicon Valley upstart into its Big Blue operations, never to be seen again. Besides, EMC has not signed any legally binding purchase agreement and could back out or amend its offer at any time if a couple of loose conditions aren't met -- even if Data Domain cuts its ties to NetApp.
The official position goes something like this: "No thanks, EMC. Data Domain is quite happy with its current fiancee and intends to go through with this marriage."
So, if EMC truly wants Data Domain, expect to see a new offer with revised terms. There'd have to be a real commitment and signed guarantees that the deal would be completed as promised. Simply raising the offer price slightly wouldn't move the Data Domain board. EMC's VMware (NYSE: VMW ) buyout would have been a great negotiation tool here if not for the fact that many of VMware's founders and leaders have all left the building since that merger and partial spin-out.
Old Ben might not agree with Data Domain's strategy, but the company is taking the liberty to choose security. The ball is firmly in EMC's court, but the culture clash might be too much to overcome.