TIDMWAND
RNS Number : 3890R
WANdisco Plc
19 November 2012
19 November 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
WANdisco plc
("WANdisco" or the "Company")
Acquisition of AltoStor
- WANdisco completes acquisition of pioneering Big Data company
-
- Acquisition will accelerate WANdisco's product development
efforts in the fast-growing Big Data market -
- AltoStor brings two founding developers of Apache Hadoop
technology to the WANdisco team -
Sheffield, UK & Palo Alto, CA - WANdisco (LSE: WAND), a
leading provider of global collaboration software to the software
development industry, is pleased to announce it has completed the
acquisition of Silicon Valley based software company, AltoStor.
WANdisco believes this acquisition will enhance and accelerate its
ability to develop new products for the Big Data market, which the
Directors believe represents a significant, long-term growth
opportunity for the Company.
Acquisition Key Points
The Directors believe that AltoStor will:
-- Fit well with WANdisco's stated strategy to develop new
products targeting the fast-growing Big Data market
-- Accelerate WANdisco's Big Data efforts by adding highly
relevant IP and skills to WANdisco's current IP base
-- Deliver unparalleled Big Data expertise to WANdisco in the
shape of AltoStor's founders who were two of the founding
developers of Apache Hadoop
-- Enable WANdisco to launch ahead of plan its first Enterprise
ready Big Data product to market in H1 2013
WANdisco, AltoStor and Big Data
AltoStor is a small, pioneering firm with a deep expertise in
the Big Data market. Its founders, Dr. Konstantin Shvachko and
Jagane Sundar are among the core Apache Hadoop (Hadoop) creators,
developers and on-going contributors.
Hadoop is a proven open source Big Data technology which is the
backbone of many of the world's largest and most important
databases utilised by companies such as Yahoo, Facebook, Netflix,
Amazon and eBay. According to the analyst firm Wikibon, the market
for solutions able to solve Big Data issues is forecast to grow 58%
between 2012 and 2017 and from $5 billion to over $50 billion in
the same timeframe.
WANdisco believes there is a significant growth opportunity for
the Company in the Big Data market by applying WANdisco's patented
'active-active replication' technology that is currently being
deployed to enable faster, more efficient software development.
Applying this technology to the Big Data market it will be possible
to minimise data loss and deliver zero downtime to enterprises
operating large, mission-critical databases.
Today's acquisition of AltoStor will accelerate WANdisco's
pursuit of this opportunity in a number of ways.
First, WANdisco will be able to capitalise on the advanced
product development efforts already being undertaken by AltoStor by
speeding up the launch of its own Big Data products. The Director's
believe that the combination of this work with WANdisco's own
development will enable the Company to launch its first Enterprise
Big Data product in H1 2013, ahead of the Company's original
expectations.
The Directors also believe that WANdisco's targeting of the Big
Data market will be enhanced by the addition of AltoStor's founders
to the Company's employee base. Dr. Shvachko and Mr. Sundar have
unparalleled expertise in Big Data, and specifically Hadoop, which
they helped create as part of a twelve-strong team at Yahoo. More
recently, Dr. Shvachko implemented Hadoop at eBay where he was the
Principal Big Data Architect. Both Dr. Shvachko and Mr Sundar will
join WANdisco as part of the acquisition and play a leading role in
the Company's Big Data product roll-out. Mr. Sundar will join as
Chief Technology Officer & Vice President of Engineering for
Big Data and Mr. Shvachko as the Chief Architect of Big Data.
Consideration
Under the terms of the acquisition, WANdisco has purchased 100
per cent of the equity of AltoStor for a total consideration of
$5.1 million, of which $3.6 million will be satisfied via the issue
of 525,911 new WANdisco ordinary shares (equating to 2.47 per cent
of the enlarged issued share capital). Of the 525,911 consideration
shares, 37,565 shares will be issued on completion without
restrictions on their sale with the balance of 488,346 shares
subject to clawback over a three year period under which shares are
clawed back if a founder ceases to provide continual service to
WANdisco for three years. The number of shares clawed back depends
on when continual service ceases. All shares fully vest after this
three year period. There are provisions in the agreement to ensure
an orderly market is maintained in the event that the founders wish
to dispose of their shares as and when they become entitled to do
so. In addition to the above the founders will also receive $1.5m
in cash, payable on completion as a signing bonus.
The new Ordinary Shares will rank equally with the existing
Ordinary Shares in the Company. Application has been made to the
London Stock Exchange plc for these Ordinary Shares to be admitted
to trading on AIM, which is anticipated to commence on 22 November
2012.
In conformity with Disclosure and Transparency Rule 5.6.1, the
Company notifies the market of the following:
As at 19 November 2012, the Company's issued share capital
consists of 21,329,071 ordinary shares of 10p each, each with
voting rights attached (one per ordinary share) ("Ordinary
Shares"). The Company does not hold any Ordinary Shares in
treasury.
Therefore, the total number of Ordinary Shares in the Company
with voting rights is 21,329,071.
The above figure of 21,329,071 Ordinary Shares may be used by
shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or changes to their interest in, the share capital of
the Company under the FSA's Disclosure and Transparency Rules.
Commenting on the acquisition, David Richards, WANdisco Chairman
and Chief Executive Officer, said:
"The AltoStor acquisition will enable WANdisco to launch
products quickly into the highly lucrative Big Data market.
Combining our technology with the founders of the Hadoop project is
a significant coup and an important aspect of this deal is that the
founders of AltoStor believe in the WANdisco story - that's why
they are committing to this direction for the long term."
Commenting on the acquisition, Jagane Sundar and Dr. Konstantin
Shvachko, co-founders of AltoStor, said:
"Prior to this acquisition we had a number of options including
venture capital and acquisition approaches from several large
Silicon Valley software companies wishing to enhance their Big Data
products. When we first spoke with WANdisco we recognized
immediately that WANdisco's patented replication technology,
combined with AltoStor's products and knowledge could create a
compelling product offering that virtually every enterprise looking
to deploy Hadoop could utilize."
For further information please contact:
WANdisco plc:
David Richards, Chairman and Chief via FTI Consulting
Executive Officer
Nick Parker, Chief Financial Officer
FTI Consulting: +44 (0)20 7831 3113
Matt Dixon / Sophie McMillan / Jon
Snowball
Panmure Gordon & Co. +44 (0)20 7459 3600
Fred Walsh / Giles Stewart (Corporate
Finance)
Adam Pollock, Charles Leigh-Pemberton
(Corporate Broking)
About WANdisco
WANdisco (LSE: WAND) is a leading provider of enterprise high
availability software. Fortune Global 1000 companies such as
AT&T, Intel, Honda, Nokia, Juniper Networks and Motorola rely
on WANdisco's high availability solutions for enterprise-class
performance, scalability and 24-by-7 availability. A recent
Forrester Total Economic Impact (TEI) study of WANdisco's
technology revealed a 167 per cent return on investment resulting
in a nine-month payback period, please visit us at:
http://www.wandisco.com.
Subversion and the Subversion logo are trademarks of the Apache
Software Foundation. All product and company names herein may be
trademarks of their registered owners.
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer to
issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities of the Company in any jurisdiction
in which such an offer or solicitation is unlawful and should not
be relied upon in connection with any decision to subscribe for or
acquire any such securities. In particular, this announcement does
not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in the United States.
Any securities issued in connection with the acquisition of
AltoStor have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act") and may
not be offered, sold, taken up or renounced in the United States
absent registration under the Securities Act or an applicable
exemption from such registration. There will be no public offering
of securities in the United States.
This announcement has been issued by, and is the sole
responsibility of, the Company. No person has been authorised to
give any information or to make any representations other than
those contained in this announcement and, if given, or made, such
information or representations must not be relied on as having been
authorised by the Company or Panmure Gordon & Co.
Panmure Gordon & Co, which is authorised and regulated in
the United Kingdom by the Financial Services Authority is acting as
Nominated Adviser to the Company for the purposes of the AIM Rules
for Companies and is not acting for, and will not be responsible
to, any person other than the Company for providing the protections
afforded to customers of Panmure Gordon & Co or for advising
any other person on any transaction or arrangement referred to in
this announcement.
Ends
This information is provided by RNS
The company news service from the London Stock Exchange
END
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