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WANdisco Plc WAND Acquisition of AltoStor



  WANdisco Plc (WAND) - Acquisition of AltoStor

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 Executive Officer      via FTI Consulting
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
 
 
ACQVQLFFLFFFFBV -0- Nov/19/2012 07:00 GMT
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