EMC Corporation, an information management and storage company, and RSA Security Inc. have announced a definitive agreement for EMC to acquire RSA.

Under the terms of the agreement, EMC will pay 28.00 per share in cash in exchange for each share of RSA and the assumption of outstanding options, for an aggregate purchase price of slightly less than 2.1 billion, net of RSA's existing cash balance. EMCs acquisition of RSA brings together two players with a shared vision for helping organisations of all sizes securely manage their information throughout its lifecycle. The acquisition adds identity and access management solutions and encryption and key management software to EMCs expanding, information-centric security portfolio. The acquisition is expected to be completed late in the third quarter or early in the fourth quarter of 2006, subject to customary closing conditions and regulatory approvals.

EMCs information-centric security strategy implements an integrated, four-part solution that secures information throughout its lifecycle. The strategy helps customers assess the security of their information, secure their information infrastructure, directly protect their sensitive information, and manage security information and events to assure effectiveness and ease the burdens of compliance. The integration of RSAs authentication and access management capabilities will build on EMCs foundation of inherently secure products and processes. RSAs encryption and key management technology will be central to EMCs strategy to directly protect the information no matter where it resides within or outside of an organization.

On a GAAP basis, EMC currently expects the acquisition of RSA will be dilutive by .03 per diluted share in 2007 and will not have a material impact on diluted earnings per share in 2008. On a non-GAAP basis, which excludes the impact of intangible amortization and stock option expense, EMC currently expects the acquisition will not have a material impact on diluted earnings per share in 2007 and will be accretive to earnings by .03 per diluted share in 2008.

Upon completion of the acquisition, RSA will operate as EMCs Information Security Division, headquartered in Bedford, Mass. Art Coviello will become an Executive Vice President of EMC and President of the division.

Related links: (Open in a new window.)
www.emc.com/
www.rsasecurity.com

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