EMC Corporation (NYSE:EMC) To Acquire Virtustream Group Holdings, Inc.

On May 22, 2015, EMC Corporation (NYSE:EMC) entered into an Agreement and Plan of Merger  to acquire Virtustream Group Holdings, Inc.

Under the terms of the Merger Agreement, each share of Virtustream capital stock outstanding at the completion of the merger will be converted into a right to receive a cash payment. Vested options will be converted into a right to receive a cash payment and unvested equity interests in Virtustream will be assumed by EMC and converted into a right to receive EMC equity or a cash payment as provided in the Merger Agreement, in the case of the unvested equity subject to the same vesting schedule and restrictions as applied prior to the merger. The aggregate purchase price for the transaction is approximately $1,200,000,000.

The merger and Merger Agreement have been approved by the boards of directors of EMC and Virtustream and by the requisite vote of the Virtustream stockholders. The transaction is expected to close in the third quarter of 2015, subject to customary closing conditions.

The Merger Agreement contains customary representations and warranties of Virtustream and EMC, covenants regarding Virtustream’s operation of its business prior to the closing date, and provisions regarding indemnification in favor of EMC. EMC will deposit into escrow a specified percentage of the total merger consideration otherwise payable in the merger to holders of Virtustream securities to be held in escrow for indemnification claims, if any, under the Merger Agreement, subject to certain exceptions, for a period of fifteen months following the completion of the merger, subject to any unresolved indemnification claims.

EMC Corporation is a service providers to information technology (IT) operations to an as a service model (ITaaS).

The Company supports a range of customers, including service providers, around the world in every industry, such as public and private sectors, as well as small business and individual consumers. The Company operates its business as three businesses, EMC Information Infrastructure, Pivotal and VMware Virtual Infrastructure.

EMC Information Infrastructure provides a foundation for organizations to store, manage, protect, analyze and secure quantities of information, while at the same time improving business agility and increasing competitive advantage. These benefits can be greatly enhanced with virtualization. VMware Virtual Infrastructure provides virtualization infrastructure solutions. The Company’s subsidiary, Pivotal Software, Inc. (Pivotal) is a provider of application and data infrastructure software, agile development services and data science consulting.

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