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Legato Systems to Acquire OTG Software

Enterprise storage management software developer Legato Systems, Inc. , has acquired OTG Software in a cash and stock deal valued at approximately $403 million. The merger agreement provides that each share of OTG common stock will be converted into the right to receive 0.6876 of a share of Legato common stock and $2.50 per share in cash.

After the merger is completed, OTG's shareholders will own approximately 21 percent of the combined entity's shares. The companies anticipate that the transaction will close by the end of the second calendar quarter of 2002.

The Rockville, Md.-based OTG provides data management and collaboration solutions that "virtualize" storage for any type of data, including files, messages and databases, while providing transparent access. OTG's application-oriented approach supports all platforms with open architecture solutions that scale from the department to the enterprise. The company has a customer base of over 15,000 organizations and a global network of VARs, distributors, and OEMs.

"Today's announcement represents further expansion of our core strategy, which is to provide our customers solid information protection, the ability to manage and maintain an application environment and the ability to automate recovery on an application specific basis. This acquisition allows us to accelerate our current ability to provide our customers with the most scalable and secure management and applications solutions available in the market today," said David B. Wright, chairman, president and chief executive officer (CEO) of the Mountain View, Calif.-based Legato.

Richard Kay, chairman, president and CEO of OTG, said, "We are delighted to be joining Legato. This strategic combination will enable customers to take full advantage of OTG's strengths in data access and business applications to intelligently manage and retrieve information, including email, rich media and any other form of electronic content. The complementary fit of our highly developed third-party sales channels and vertical partner network with Legato's well-established enterprise sales team and strong global presence will create powerful new 'go to market' opportunities. As a result of this transaction, we believe we have rounded out our platform to meet customers' storage and access needs for managing the information lifecycle."

Kay is expected to join Legato's board of directors after completion of the merger.

"Our companies share a common vision about how the market is evolving and what our customers need. OTG will give us additional software assets and intellectual capital required to address the growing demand among our customers for open, integrated solutions from one source. Our aligned customer-centric culture, strategic alliances and channel partners will enable us to offer industry-leading solutions to our customers," Wright added.