Notable Mergers and Acquisitions of the Day 5/21: NTAP/DDUP, DISK, SUMT

May 21, 2009 9:26 AM EDT

• NetApp (NASDAQ: NTAP) and Data Domain (NASDAQ: DDUP) entered into a definitive agreement under which NetApp will acquire all of the outstanding shares of Data Domain common stock for $25 per share in cash and stock. The transaction is valued at approximately $1.5B, net of Data Domain’s cash.
  
  
• Image Entertainment, Inc. (NASDAQ: DISK) retained Houlihan Lokey Howard & Zukin Capital, Inc. as the Company's exclusive financial advisor. They will assist the Company in analyzing a wide range of strategic alternatives, including potential financing or sale transactions.
  
  Image Entertainment gave no assurance that a transaction of any kind will occur.
  
  
• SumTotal Systems, Inc. (NASDAQ: SUMT) announced that its Board of Directors has determined that a revised proposal received today from Vista Equity Partners to acquire all of the outstanding shares of SumTotal common stock for $4.85 per share in cash is a superior proposal, as defined in SumTotal's merger agreement with Accel-KKR, as amended on May 19, 2009. In accordance with the terms of the Amended Accel-KKR Agreement, SumTotal has delivered notice to Accel-KKR of the Board's determination.
  
  Under the terms of the Amended Accel-KKR Agreement, SumTotal is obligated to negotiate in good faith with Accel-KKR for a period of three business days (through May 26, 2009) to make adjustments to the terms and conditions of the merger agreement. As previously announced on May 19, 2009, SumTotal and Accel-KKR entered into an amended definitive merger agreement under which Accel-KKR would acquire all of the outstanding shares of SumTotal common stock for $4.80 per share in cash. In accordance with the Amended Accel-KKR Agreement, SumTotal would be required to pay a fee of $6.67 million to Accel-KKR in order to accept a superior proposal from any other party, including Vista Equity. SumTotal noted that the termination fee under Vista Equity's proposal as initially announced on May 13, 2009 and revised on May 20, 2009 is the same amount as the termination fee in the Amended Accel-KKR Agreement.

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