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EMC Corporation Commences Tender Offer for SOFTWORKS, Inc.


Business Editors

HOPKINTON, Mass.--(BUSINESS WIRE)--Dec. 23, 1999

EMC Corporation EMC Corporation (NYSE: EMC) is an American Fortune 500 and S&P 500 manufacturer of software and systems for information management and storage. It is headquartered in Hopkinton, Massachusetts, USA.  announced today that it has commenced a tender offer for all shares of SOFTWORKS, Inc., for $10.00 net per share in cash. The tender offer is pursuant to the previously announced definitive agreement, which was approved by the boards of directors of both EMC (1) (EMC Corporation, Hopkinton, MA, www.emc.com) The leading supplier of storage products for midrange computers and mainframes. Founded in 1979 by Richard J. Egan and Roger Marino, EMC has developed advanced storage and retrieval technologies for the world's largest companies.  and SOFTWORKS prior to the December 21, 1999, announcement. SOFTWORKS' board also recommended to its shareholders that they accept the offer to tender their shares. The offer and withdrawal rights will expire at 5:00 p.m. Eastern Standard Time on January 25, 2000, unless extended.

Following the tender offer, all remaining shares of SOFTWORKS will be converted into the right to receive the same cash price in accordance with the agreement. The transaction is valued at approximately $192 million.

In conjunction with the agreement, holders of approximately 42% of the outstanding shares of SOFTWORKS common stock have agreed to tender their shares.

The tender offer is conditioned on receipt of a majority of SOFTWORKS' outstanding shares, including the shares referenced above which the holders have agreed to tender. The tender offer and the other transactions contemplated by the agreement are also subject to customary conditions, including expiration of applicable waiting periods under pre-merger notification regulations.

SOFTWORKS was ranked among Business Week's 1999 Hot Growth list of America's 100 fastest-growing companies. SOFTWORKS' products improve the management, performance and integrity of critical corporate information across Windows NT (Windows New Technology) A 32-bit operating system from Microsoft for Intel x86 CPUs. NT is the core technology in Windows 2000 and Windows XP (see Windows). Available in separate client and server versions, it includes built-in networking and preemptive multitasking. , UNIX UNIX

Operating system for digital computers, developed by Ken Thompson of Bell Laboratories in 1969. It was initially designed for a single user (the name was a pun on the earlier operating system Multics).
, OS/390, and MVS (Multiple Virtual Storage) Introduced in 1974, the primary operating system used with IBM mainframes (the others are VM and DOS/VSE). MVS is a batch processing-oriented operating system that manages large amounts of memory and disk space.  platforms. SOFTWORKS' customers include nearly 90% of the Fortune 100 and more than half of the Fortune 500. SOFTWORKS is a member of the FibreAlliance, an open industry consortium developing standards for managing storage area networks (SANs), and the EMC E-Infostructure Developers Program.

EMC Corporation, a Fortune 500 company, based in Hopkinton, Massachusetts Hopkinton is a town located in southwestern Middlesex County, Massachusetts, about 40 km (26.4 mi) from Boston. It is one of nine towns that are part of the region known as MetroWest. The population was 13,346 at the 2000 census. , is the world's technology and market leader in the rapidly growing market for intelligent enterprise storage systems, software, networks, and services. The company's products store, retrieve, manage, protect and share information from all major computing environments, including Unix, Windows NT, Linux and mainframe platforms. The company has offices worldwide, trades on the New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
 under the symbol EMC, and is a component of the S&P 500 Index. For further information about EMC and its storage solutions, EMC's corporate web site can be accessed at http://www.EMC.com.

This release contains "forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
" as defined under the Federal Securities Laws. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to: (i) component quality and availability; (ii) delays in the development of new technology and the transition to new products; (iii) competitive factors, including but not limited to pricing pressures, in the computer storage and server markets; (iv) the relative and varying rates of product price and component cost declines; (v) economic trends in various geographic markets and fluctuating fluc·tu·ate  
v. fluc·tu·at·ed, fluc·tu·at·ing, fluc·tu·ates

v.intr.
1. To vary irregularly. See Synonyms at swing.

2. To rise and fall in or as if in waves; undulate.

v.
 currency exchange rates; (vi) deterioration de·te·ri·o·ra·tion
n.
The process or condition of becoming worse.
 of termination of the agreements with certain of the Company's resellers or OEMs; (vii) the uneven pattern of quarterly sales; (viii) risks associated with strategic investments and acquisitions; (ix) Year 2000 issues; and (x) other one-time events and other important factors disclosed previously and from time to time in EMC's filings with the U.S. Securities and Exchange Commission.

EMC is a registered trademark of EMC Corporation. Other trademarks are the property of their respective owners.
COPYRIGHT 1999 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1999, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Dec 23, 1999
Words:566
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