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Legato Systems Closes Acquisition Of OTG Software

Announcement posted by Legato Systems Inc. 17 May 2002

Expanded Offering Set Addresses Customers Needs for Seamless Information Access and Application Availability
Legato Systems, Inc. (Legato) (Nasdaq:LGTO), a worldwide leader in enterprise storage management software today announced that the proposed acquisition of OTG Software, the Rockville, Maryland-based provider of data storage, data access and email management solutions, has closed after being formally approved by their respective shareholders.
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, Legato will have approximately 115 million outstanding shares of common stock. OTGs shareholders will, after the merger, own approximately 21% of Legatos common stock.
Todays shareholder approval allows us to accelerate our current ability to provide our customers with the most scalable and secure management and applications solutions available for the management of the information lifecycle, said David B. Wright, chairman, president and chief executive officer of Legato. The acquisition of OTG gives us additional software assets and intellectual capital in content, email and storage management required to address the growing demand among our customers for open, integrated solutions from one source. Todays announcement represents further expansion of our core strategy, which is to provide our customers solid information protection, the ability to capture, access, manage and maintain an application environment and the ability to automate recovery on an application-specific basis.
JPMorgan H&Q, a division of J.P. Morgan Securities Inc.,served as financial advisor to Legato. Goldman, Sachs & Co. served as financial advisor to OTG.
About Legato
Legato Systems, Inc. (NASDAQ:LGTO) delivers worldwide enterprise class software solutions and services that keep the world's business-critical information and applications available. With a direct sales force and through strategic partnerships and alliances, Legato delivers the advantage of business continuance through enterprise automation with information protection, application availability and storage management solutions. The company's corporate headquarters are located at 2350 West El Camino Real, Mountain View, CA 94040. Tel: (650) 210-7000, fax: (650) 210-7032, Web site: www.legato.com. Keeping the Worlds Business-Critical Information Available.
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