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Exabyte Enters Into Agreement for Business Combination With Tandberg Data ASA.


BOULDER, Colo. -- Exabyte Corporation (the Company) (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:EXBY), a leading innovator in tape backup Using magnetic tape for storing duplicate copies of hard disk files. Users can add an internal or external tape drive to their desktop computers for backup purposes, and files are typically copied to the tapes using a backup utility that updates on a periodic schedule. , restore and archival systems, today announced that it has entered into an Asset Purchase Agreement (the Agreement) with Tandberg Data Tandberg Data (OSE: TAD) is a company focused on data storage products, especially streamers, headquartered in Oslo, Norway. They are the only company still selling drives that use the QIC format (also known as SLR), but also produce VXA, LTO and DLT products, along with  Corp. (Tandberg), a Delaware corporation A Delaware corporation is a corporation chartered in the U.S. state of Delaware. Delaware is well known as a corporate haven, and thus, over 50% of US publicly-traded corporations and 58% of the Fortune 500 companies are incorporated in the state.  and wholly-owned subsidiary of Tandberg Data ASA Asa (ā`sə), in the Bible, king of Judah, son and successor of Abijah. He was a good king, zealous in his extirpation of idols. When Baasha of Israel took Ramah (a few miles N of Jerusalem), Asa bought the help of Benhadad of Damascus and , a company organized under the laws of Norway and headquartered in Oslo, Norway (collectively Tandberg Data), whereby Tandberg will purchase substantially all of the assets of the Company in exchange for cash and the assumption of certain liabilities of the Company. The Agreement was approved by the Company's Independent Committee and ratified by its Board of Directors. The closing of the transaction is subject to the approval of Exabyte common shareholders at a shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation.  that is expected to occur in October or November 2006. Under certain circumstances, the Agreement may be terminated by either party if the transaction is not completed by December 31, 2006.

Under the terms of the Agreement, the total consideration is expected to be approximately $28,000,000, plus certain transaction fees. This amount will fluctuate based on the actual balance outstanding under the Company's loan agreement with Wells Fargo Wells Fargo

armored carriers of bullion. [Am. Hist.: Brewer Dictionary, 1147]

See : Protectiveness


Wells Fargo

company that handled express service to western states; often robbed. [Am. Hist.
 Business Credit, Inc. (Wells Fargo) which will be paid in full at closing. The cash payment to Exabyte at closing will be approximately $22,500,000, and will generally be equal to (1) the balance outstanding on the Wells Fargo loan, which holds a first priority security interest in the Company's assets, (2) the repayment obligations, as restructured, under the Company's 10% Secured Convertible Subordinated Notes (second priority security interest), and notes payable to Imation Corp. (third priority security interest), Hitachi, Ltd. and Solectron Corporation, and (3) Exabyte's transaction fees. It is a condition to the Agreement that the cash purchase proceeds to the Company be used to make these payments. In addition, Tandberg will assume certain liabilities of the Company, consisting of substantially all accounts payable and accrued expenses, warranty obligations and obligations under purchased contracts, and new or restructured notes payable issued to Imation Corp. and Hitachi, Ltd., among others.

In connection with the Agreement, Tandberg required the Company to enter into Restructuring Agreements or Amendments with the holders of its Convertible Notes, Hitachi, Ltd., Solectron Corporation and Imation Corp. that provide for reductions in the amounts currently due under various debt instruments, the issuance of new or restructured notes payable in certain circumstances, and the waiver of existing and future events of default, if any.

Following the closing of the acquisition, the Company will retain certain liabilities owed to creditors; however, Exabyte is not expected to have any significant assets remaining for the payment of these obligations. In addition, subsequent to closing there will be no assets available for distribution to holders of the Company's Series AA preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 or its common stock. Exabyte intends to liquidate and dissolve immediately after the closing of the transaction.

"We are pleased to have reached an agreement for the combination of Exabyte and Tandberg Data," noted Tom Ward, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of Exabyte. "The complimentary strengths of the two companies in the various geographic markets around the world will result in a truly global competitor in the storage industry. In addition, the combined product portfolios of the two companies will provide our customers with the full range of state-of-the-art, cost effective products and technologies to meet their needs. Finally, the operational synergies resulting from the combination will allow the new company to operate from an improved position of financial strength and stability in the future."

It is expected that Exabyte management will continue with Tandberg and will focus on capitalizing on the opportunity for Exabyte's VXA See Exabyte.  and LTO (Linear Tape Open) A family of open magnetic tape standards developed by HP, IBM and Quantum (formerly the Certance subsidiary of Seagate) that are licensed to third-party vendors. LTO cartridges contain a memory that stores historical usage data.  technologies and products, as well as the integration of the two companies' operations and products. All employees of Exabyte will be offered positions with Tandberg.

The description of the Agreement in this press release only summarizes the information set forth in the Agreement, which will be filed by Exabyte as an exhibit to the Form 8-K Form 8-K

The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock.


Form 8-K

See 8-K.
 filing to be made in connection with this transaction. Interested parties are encouraged to read the Form 8-K and the Agreement attached thereto in their entirety for additional information on the proposed transaction.

About Exabyte Corporation

Exabyte Corporation (OTCBB:EXBY) is a leading innovator of tape storage products. For more than 20 years, the company has been recognized for its innovative engineering approach and for consistently raising industry standards in technology, quality and data reliability for tape drives and tape automation. The Company's products back up and restore critical business information in a manner consistently ahead of its competitors in terms of capacity, transfer speeds, and reliability -- all at competitive prices. With patented and award-winning VXA Packet Technology and ExaBotics(TM), Exabyte's VXA(TM) and LTO(TM) (Ultrium(TM)) products are ideally suited for SMB (1) (Small to Medium-sized Business) Also called "SME" (small to medium-sized enterprise), it refers to companies that are larger than the small office/home office (SOHO), but not huge.  and departmental servers, workstations, LANs, and SANs. Exabyte has a worldwide network of OEMs, distributors and resellers that share the company's commitment to innovation and customer service, including IBM (International Business Machines Corporation, Armonk, NY, www.ibm.com) The world's largest computer company. IBM's product lines include the S/390 mainframes (zSeries), AS/400 midrange business systems (iSeries), RS/6000 workstations and servers (pSeries), Intel-based servers (xSeries) , Apple, Fujitsu Siemens Computers Fujitsu Siemens Computers is a Japanese and German IT vendor, selling consumer and business computing products in the markets of Europe, the Middle East and Africa (products marketed elsewhere are sold under the Fujitsu brand). , Fujitsu Ltd., Imation, Tech Data, and Ingram Micro. For more information, call 1-800-EXABYTE or visit www.exabyte.com.

The foregoing contains forward-looking statements related to the Company's products and business prospects. Such statements are subject to one or more risks. The actual results that the company achieves may differ materially from such forward-looking statements due to risks and uncertainties related to customer dependence, competition, product development, market demand, management of business and product transitions and other such risks as noted in the Company's Forms 10-K and 10-Q.

Exabyte, VXA and ExaBotics are registered trademarks, and, MammothTape is a trademark of Exabyte Corp. All other trademarks are the property of their respective owners.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Aug 30, 2006
Words:943
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