IBM and DataMirror Corp. have announced an agreement for IBM to acquire DataMirror based in Markham, Ontario. Under the agreement, IBM will acquire all of the outstanding DataMirror common shares at $27 (Canadian) per share payable in cash, for a total of approximately $170 million (Canadian) or approximately $161 million U.S.
DataMirror provides technology that identifies and captures data that has been added, updated, or deleted and allows the changed data to be delivered in real time to processes, applications, and databases, ensuring that continuous, accurate, and trusted information is available for decision-making.
"Organizations need the ability to capture and use information in real-time to help them make better business decisions, better serve their customers, and increase operational efficiencies," said Ambuj Goyal, general manager, IBM Information Management. "The combination of DataMirror technology and IBM information management software will help customers bring real-time data analysis closer to actual business processes, allowing them to be more competitive and to generate more value from their information."
"IBM's global reach and industry leading integration solutions will rapidly expand the impact of DataMirror software," said Nigel Stokes, chief executive officer and founder, DataMirror. "This transaction represents a validation of the hard work of the DataMirror team over the last 10 years and an opportunity for our customers to continue to leverage our unique solutions."
The acquisition of DataMirror will further IBM's cross-company Information-on-Demand business initiative, aimed at capturing the growing market opportunity for enabling customers to use information as a competitive and strategic business asset. IBM's strategy is to provide customers with the data they needùwhen they need itùto help them quickly respond to changing market demands, rapidly identify new business opportunities, and improve business results.
For example, with DataMirror technology, a retailer can incorporate information from point of sale systems into a data warehouse in real time and automatically trigger important business decisions and events, such as replenishing low stock based on current sales and inventory figures. Likewise, a telecommunications company's billing system information can be integrated into customer resource management systems for a near real-time view of customers.
Following completion of the acquisition, IBM says it intends to:
- Integrate DataMirror with IBM's Information Management Software unit led by Goyal.
- Employ DataMirror software to support IBM Information Server, IBM's first-of-a-kind information integration platform, making it easier for clients to apply real-time data integration techniques from a single platform across their businesses.
- Utilize DataMirror technology to bring heterogeneous real-time change data capture to clients.
DataMirror has approximately 220 employees and more than 2,200 customers including Debenhams, FedEx Ground, First American Bank, Priority Health, Tiffany & Co., and Union Pacific Railroad.
The acquisition is subject to shareholder and regulatory approvals and customary closing conditions. It is anticipated to close in the third calendar quarter of 2007.
The desire by businesses to access, manage, and deliver information more efficiently is driving rapid change in the information technology marketplace. Companies grappling with business demands are striving to capture and integrate information in a more seamless, real-time fashion across their enterprises. The combination of IBM and DataMirror allows both sets of customers to utilize DataMirror's industry-leading data-change event capture technology together with the industry's most powerful information integration platform, IBM Information Server, delivering more value to customers by allowing information integration to be driven at the speed of business.
About IBM
For more information about IBM, go to IBM Information Management software.
About DataMirror
DataMirror, a leading provider of real-time data integration and data protection solutions, improves the integrity and reliability of information across all of the systems that create and store data. DataMirror's flexible and innovative integration solutions allow customers to easily and continuously detect, translate, and communicate all information changes throughout the enterprise. DataMirror helps customers make better decisions by providing access to the continuous, accurate, information they need to take timely action and move forward faster, the company says. More than 2,200 companies have gained tangible competitive advantage from DataMirror software, says the company. DataMirror is headquartered in Markham, Canada, and has offices around the globe. For more information, visit www.datamirror.com.
Information About the Proposed Transaction
The proposed transaction reflects significant value for DataMirror shareholders, representing a premium of 19.42 percent over the twenty-day volume weighted average trading price of C$22.61 for DataMirror common shares on the Toronto Stock Exchange, according to a statement issued by the companies.
The Arrangement Agreement has been reviewed by a Special Committee of the Board of Directors of DataMirror and has been unanimously approved by the Board of Directors of DataMirror following the unanimous recommendation of the Special Committee, according to the statement. The board of directors of DataMirror unanimously recommends that the shareholders vote in favor of the transaction. PageMill Partners, LLC acted as financial advisor to DataMirror, and the Special Committee and the Board of Directors have received an opinion from Orion Securities Inc. that the consideration offered under the transaction is fair, from a financial point of view, to DataMirror shareholders. The fairness opinion of Orion Securities Inc. will be included in the meeting materials to be sent to DataMirror shareholders. Holders of 2,543,669 DataMirror common shares, representing approximately 40.3 percent of DataMirror's outstanding common shares, have agreed to vote in favor of the transaction.
The transaction will be carried out by way of a statutory plan of arrangement. Subject to court approval, the transaction must be approved by not less than two-thirds of the votes cast by DataMirror shareholders at a special meeting of shareholders expected to be held on or about August 24, 2007. Closing is subject to certain other conditions, including receipt of applicable regulatory approvals.
Shareholders may obtain a copy of the Arrangement Agreement, management information circular, and other meeting materials when they become available at Canadian Securities Administrators.
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