Attached files
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8-K - FORM 8-K - COMPELLENT TECHNOLOGIES INC | c61865e8vk.htm |
EX-3.3 - EXHIBIT 3.3 - COMPELLENT TECHNOLOGIES INC | c61865exv3w3.htm |
EX-4.3 - EXHIBIT 4.3 - COMPELLENT TECHNOLOGIES INC | c61865exv4w3.htm |
Exhibit 99.1
Filed by: Compellent Technologies, Inc.
Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Compellent Technologies, Inc.
Commission File No. 001-33685
Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Compellent Technologies, Inc.
Commission File No. 001-33685
FOR RELEASE DEC. 16, 2010, 8:00 AM ET
News Release |
COMPELLENT ADOPTS STOCKHOLDER RIGHTS PLAN
EDEN PRAIRIE, Minn., Dec. 16, 2010 Compellent Technologies, Inc. (NYSE: CML) today
announced that its Board of Directors has adopted a Stockholder Rights Plan (Rights Plan) under
which all stockholders of record as of Dec. 27, 2010 will receive rights to purchase shares of a
new series of preferred stock.
The Rights Plan is designed to ensure that all Compellent stockholders receive fair and equal
treatment in the event that an unsolicited attempt is made to acquire Compellent. The Rights Plan
was adopted pursuant to the Merger Agreement with a wholly-owned subsidiary of Dell Inc. It is
intended to provide the Board of Directors with sufficient time to evaluate alternatives and to
maximize value to stockholders.
Under the Rights Plan, the Board of Directors declared a non-taxable dividend of one right for each
outstanding share of Compellent common stock to stockholders of record as of the close of business
on Dec. 27, 2010. Initially, these Rights will not be exercisable and will trade with the shares of
Compellent common stock. The Rights will be exercisable only if a person or group acquires 15
percent or more of Compellents common stock or announces a tender offer for 15 percent or more of
Compellents common stock other than Dell Inc. or one of its affiliates. Once exercisable, each
Right will entitle the holder to purchase from Compellent one one-hundredth of a share of preferred
stock.
The Rights Plan permits the acquisition of control of Compellent by Dell Inc. or one of its
affiliates pursuant to the terms and conditions of the Merger Agreement. If a person or group,
other than Dell Inc. or one of its affiliates (an Acquiring Person), acquires 15 percent or more
of Compellents common stock, then each holder of a Right (other than the Acquiring Person) would
be entitled to purchase, at the exercise price of the Right, such number of shares of Compellent
common stock having a current value of twice the exercise price of the Right. In addition, if a
person or group becomes an Acquiring Person, then until such Acquiring Person acquires 50 percent
or more of Compellents common stock, the Board of Directors can exchange the Rights, in part or in
whole, for Compellent common stock. If Compellent is acquired in a merger or other business
combination transaction, other than by Dell Inc. or one of its affiliates, each holder of a Right
(other than the Acquiring Person) would then be entitled to purchase, at the exercise price of the
Right, such number of shares of the acquiring companys common stock having a current value of
twice the exercise price of the Right. The Board of Directors may redeem the Rights or terminate
the Rights Plan at any time before a person or group becomes an Acquiring Person. The Rights will
expire on Dec. 27, 2011, one year from the record date.
About Compellent
Compellent Technologies (NYSE: CML) provides Fluid Data storage solutions that automate the
movement and management of data at a granular level, enabling organizations to constantly adapt to
change, reduce costs and secure information against downtime and disaster. This patented, built-in
storage intelligence delivers significant efficiency, scalability and flexibility. With an
all-channel sales network in 35 countries, Compellent is one of the fastest growing enterprise
storage companies in the world. For more information and news, visit www.compellent.com and
www.compellent.com/news.
# # #
Contact Information:
Liem Nguyen
|
Patty Barry | |
Compellent Technologies
|
Matter Communications | |
952.294.2851
|
978-499-9250, x231 | |
Liem.Nguyen@compellent.com
|
Patty@matternow.com |
Cautionary Statement Regarding Forward-Looking Statements
Statements in this press release that relate to future results and events are forward-looking
statements made within the meaning of Section 21E of the Securities Exchange Act of 1934 based on
the expected benefits of the Rights Plan and the ability of the Rights Plan to maximize stockholder
value in the event of a takeover of Compellent. Actual results and events in future periods may
differ materially from those expressed or implied by these forward-looking statements because of a
number of risks, uncertainties and other factors. Such forward-looking statements are not
guarantees of future events. Actual results may differ materially from those contemplated by the
forward-looking statements due to, among others, the following factors: the stockholders of
Compellent may not adopt the Merger Agreement with a wholly-owned subsidiary of Dell Inc.; the
parties may be unable to obtain governmental and regulatory approvals required for the merger (the
Merger), or required governmental and regulatory approvals may delay the Merger or result in the
imposition of conditions that could cause the parties to abandon the Merger; the parties may be
unable to complete the Merger because, among other reasons, conditions to the closing of the Merger
may not be satisfied or waived; the possibility that the expected synergies from the proposed
Merger will not be realized, or will not be realized within the anticipated time period, or the
risk that the businesses will not be integrated successfully; the possibility of disruption from
the Merger making it more difficult to maintain business and operational relationships;
developments beyond the parties control, including but not limited to, changes in domestic or
global economic conditions, competitive conditions and consumer preferences; and other risks that
are described in Compellents Annual Report on Form 10-K for the year ended December 31, 2009 and
in its subsequently filed reports with the Securities and Exchange Commission (the SEC).
Compellent undertakes no obligation to update these forward-looking statements except to the extent
otherwise required by law.
Important Additional Information
In connection with the proposed Merger with a wholly-owned subsidiary of Dell Inc., Compellent
intends to file a proxy statement with the SEC. Additionally, Compellent and Dell will file other
relevant materials in connection with the proposed acquisition of Compellent by Dell pursuant to
the terms of the Merger Agreement. INVESTORS AND STOCKHOLDERS OF COMPELLENT ARE ADVISED TO READ THE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES THERETO.
Investors and stockholders may obtain free copies of the proxy statement and other documents
filed by the parties (when available), at the SECs Web site at www.sec.gov or at
Compellents Web site at www.compellent.com/investors. The proxy statement and such other documents
may also be obtained, when available, for free from Compellent by directing such request to
Investor Relations, 7625 Smetana Lane, Eden Prairie, MN 55344-3712, telephone: (952) 294-3300.
Compellent, Dell and their respective directors, executive officers and other members of
management and employees, under SEC rules, may be deemed to be participants in the solicitation of
proxies from Compellents stockholders in connection with the proposed transaction. Further, such
parties may have
direct or indirect interests in the Merger due to, among other things, securities holdings,
pre-existing or future indemnification arrangements, vesting of equity awards, or rights to
severance payments in connection with the Merger. Information concerning the interests of these
persons will be set forth in the proxy statement relating to the transaction when it becomes
available.