Overland Storage Enters Into Definitive Agreement to Acquire
Tandberg Data
Combined Revenues for Last Fiscal Year Exceeded $100 Million;
Transaction Expected to Provide a Clear Path Toward
Profitability
SAN DIEGO, CA and DORTMUND, GERMANY--(Marketwired - Nov 1, 2013)
- Overland Storage (NASDAQ: OVRL) and Tandberg Data Holdings S.à
r.l. today announced a definitive agreement for Overland to acquire
Tandberg Data, a privately held global leader of data storage and
data protection solutions that generated revenue for the twelve
months ended June 30, 2013 of approximately $60 million on a US
GAAP basis.
"The Overland and Tandberg combination will accelerate our
strategy of becoming a global leader in the data management and
data protection industry," said Eric Kelly, president and CEO of
Overland Storage. "With more than $100 million in annual revenue
for the combined company during the last fiscal year, we expect the
combination of these two businesses to provide us with a clearer
path to profitability. The combined company will offer one of
the broadest product lines and service offerings in the enterprise
storage marketplace, and have the resources necessary to expand our
market presence, fuel our growth and deliver innovative products
and cloud offerings in the future."
"The combination of Overland and Tandberg will expand our
geographical reach in Europe, Asia and the Middle East, as well as
strengthen the research and development team. It will also enable
us to leverage the world-class manufacturing facility in
China."
"We look forward to joining forces with Overland and are excited
to combine our substantial resources to create a stable platform
for profitability, enabling greater focus on accelerating revenue
growth," said Patrick Clarke, CEO of Tandberg Data. "Together
we will be able to support our customers globally with over 16,000
channel and service partners."
Under the terms of the agreement:
- 100% stock transaction.
- Cyrus Capital, the owner of Tandberg Data, and other
convertible debt holders will convert approximately 81% of their
currently outstanding convertible debt into shares of Overland
common stock at a price of $1.30 per share.
- Eric Kelly will continue to serve as president and CEO of the
combined company, Kurt Kalbfleisch will continue to serve as CFO
and Randy Gast of Overland will serve in newly created position of
COO.
- Overland's board of directors will be expanded to seven
directors, of which five will be current board members, and the
other two of which will be new board members appointed by Cyrus
Capital.
The acquisition is currently expected to be completed by the end
of December 2013, subject to customary closing conditions,
shareholder and regulatory approvals.
Tandberg Data Holdings S.à r.l is a leading global supplier of
data storage and data protection solutions for small and
medium-sized businesses, remote offices, departments and
workgroups. Headquartered in Dortmund, Germany, Tandberg with
offices around the world including the US, Japan, and France, and a
manufacturing facility in China. Tandberg markets its solutions
through a global channel of qualified resellers, distributors, and
OEM manufacturers including Apple, Fujitsu, Toshiba, HP, Hitachi
and NEC.
Additional Information and Where to Find It This communication
may be deemed to be solicitation material in respect of the
proposed acquisition of Tandberg by Overland and the associated
issuance of shares of common stock in connection therewith. In
connection with the proposed acquisition, Overland intends to file
relevant materials with the SEC, including Overland's proxy
statement on Schedule 14A. STOCKHOLDERS OF OVERLAND ARE URGED TO
READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
OVERLAND'S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain the documents free of charge at the
SEC's web site, http://www.sec.gov, and Overland's stockholders
will receive information at an appropriate time on how to obtain
transaction-related documents for free from Overland. Such
documents are not currently available.
Participants in Solicitation Overland and its directors and
executive officers, Tandberg and its directors and executive
officers, and Cyrus Capital and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the holders of Overland common stock in respect of the
proposed transaction. Information about the directors and executive
officers of Overland is set forth in the proxy statement for
Overland's Annual Meeting of Stockholders held on June 18, 2013,
which was filed with the SEC on May 17, 2013. Investors may obtain
additional information regarding the interest of such participants
by reading the proxy statement regarding the acquisition when it
becomes available.
Investor Conference Call: Overland will host an investor
conference call today, Friday, November 1, at 4:30 pm ET (1:30 pm
PT) to discuss today's announcement. To access the call dial
877-941-2068 (+1 480-629-9712 outside the United States) and when
prompted provide the pass code "Overland Storage" to the operator.
Participants are asked to call the assigned number approximately 10
minutes before the conference call begins. In addition, a live and
archived webcast of the conference call will be available over the
Internet at www.overlandstorage.com in the Investor Relations
section. A replay of the conference call will also be available via
telephone by dialing (800) 406-7325 (+1 (303) 590-3030 outside the
United States) and entering access code, 4649011#, beginning
approximately two hours after the conclusion of today's call and
remaining until 11:59 p.m. ET on November 8, 2013.
About Overland Storage Overland Storage is a trusted global
provider of effortless data management and data protection
solutions across the data lifecycle. By providing an integrated
range of technologies and services for primary, nearline, offline,
archival, and cloud data storage, Overland makes it easy and cost
effective to manage different tiers of information over time.
Whether distributed data is across the hall or across the globe,
Overland enables companies to focus on building their business
instead of worrying about data growth. Overland SnapScale,
SnapServer, SnapSAN, NEO Series and REO Series solutions are
available through a select network of value added resellers and
system integrators. For more information, visit
www.overlandstorage.com.
Safe Harbor Statement Except for the factual statements made
herein, the information contained in this news release consists of
forward-looking statements that involve risks, uncertainties and
assumptions that are difficult to predict. Words and expressions
reflecting optimism, satisfaction or disappointment with current
prospects, as well as words such as "believes," "hopes," "intends,"
"estimates," "expects," "projects," "plans," "anticipates" and
variations thereof, or the use of future tense, identify
forward-looking statements, but their absence does not mean that a
statement is not forward-looking. Such forward-looking statements
are not guarantees of performance and our actual results could
differ materially from those contained in such statements. Factors
that could cause or contribute to such differences include, but are
not limited to: the occurrence of any event, change or other
circumstances that could give rise to the termination of the
definitive acquisition agreement, the failure to obtain shareholder
approval or the failure to satisfy the closing conditions, the
failure to obtain the necessary regulatory approvals on conditions
permissible under the acquisition agreement, risks related to
disruption of management's attention from our ongoing business
operations due to the transaction, the effect of the announcement
of the acquisition on the ability of Overland and Tandberg to
retain customers and retain and hire key personnel and maintain
relationships with its suppliers, operating results and business
generally; our ability to maintain and increase sales volumes of
our products; our ability to continue to aggressively control costs
and operating expenses; our ability to achieve the intended cost
savings and maintain quality with our manufacturing partner; our
ability to generate cash from operations; the ability of our
suppliers to provide an adequate supply of components for our
products at prices consistent with historical prices; our ability
to raise outside capital and to repay our debt as it comes due; our
ability to introduce new competitive products and the degree of
market acceptance of such new products; the timing and market
acceptance of new products introduced by our competitors; our
ability to maintain strong relationships with branded channel
partners; our ability to regain compliance with the continued
listing requirements of, and thereby maintain the listing of our
common stock on the NASDAQ Capital Market; customers', suppliers'
and creditors' perceptions of our continued viability; rescheduling
or cancellation of customer orders; loss of a major customer; our
ability to enforce our intellectual property rights and protect our
intellectual property (including the outcome of our ongoing patent
litigation); general competition and price measures in the market
place; unexpected shortages of critical components; worldwide
information technology spending levels; and general economic
conditions. Reference is also made to other factors detailed from
time to time in our periodic reports filed with the Securities and
Exchange Commission. These forward-looking statements speak only as
of the date of this release and we undertake no obligation to
publicly update any forward-looking statements to reflect new
information, events or circumstances after the date of this
release.
Connect with Overland Storage: Read the Overland blog:
http://overlandstorage.com/blog Follow Overland on Twitter:
http://www.twitter.com/OverlandStorage Visit Overland on Facebook:
http://www.facebook.com/OverlandStorage
Overland Storage, SnapScale, SnapSAN, SnapServer, NEO
Series, REO Series and the Overland logo are trademarks of Overland
Storage, Inc., that may be registered in some jurisdictions. All
other trademarks used are owned by their respective
owners.
Investor Relations Contact: Todd Kehrli or Jim Byers MKR Group
Inc. 323-468-2300 ovrl@mkr-group.com
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