Double-Take Software, Inc. (NASDAQ: DBTK), a leading provider of recovery solutions, today announced that counsel for it and the other defendants have entered into a memorandum of understanding, dated July 15, 2010, with counsel to the plaintiffs in the putative stockholder class actions pending in both the Court of Chancery of the State of Delaware and the Superior Court of the Commonwealth of Massachusetts in Worcester County. The stockholder class actions were filed in connection with the pending acquisition of the Company by Vision Solutions, Inc. pursuant to the definitive merger agreement entered into on May 17, 2010. The memorandum of understanding provides for the terms of a settlement of the Delaware litigation, which would include the dismissal with prejudice of all claims against all of the defendants and the dismissal of all claims in the lawsuit on behalf of the settlement class. The counsel for the Massachusetts plaintiffs have agreed to stay the Massachusetts actions pending final approval of the settlement and thereafter to seek dismissal of the Massachusetts actions, provided that the settlement receives final approval. In addition, in connection with the settlement and as provided in the memorandum of understanding, the parties contemplate that plaintiff’s counsel will seek an award of attorneys’ fees and expenses as part of the settlement. The proposed settlement is conditional upon, among other things, the execution of an appropriate stipulation of settlement and final approval of the proposed settlement by the court in Delaware. In connection with entering into the memorandum of understanding, Double-Take today filed definitive additional proxy materials with the Securities and Exchange Commission (the “SEC”) to disclose the memorandum of understanding and proposed settlement and to supplement the disclosures in the definitive proxy statement filed by the Company in connection with the pending merger. The defendants agreed to the terms of the proposed settlement and to make the supplemental disclosures related to the pending merger in order to eliminate the uncertainty, distraction, burden and expense of further litigation and to permit the merger to proceed without risk of injunctive or other relief.
For further information regarding the memorandum of understanding and proposed settlement, please refer to the additional proxy materials filed by the Company, which can be obtained in the manner described below under the heading Important Additional Information Filed with the SEC. The settlement will not affect the amount of the merger consideration to be paid to the Company’s stockholders in connection with the Merger.About Double-Take Software, Inc. Headquartered in Southborough, Massachusetts, Double-Take® Software is a leading provider of affordable software for recoverability, including continuous data replication, application availability and system state protection. Double-Take Software products and services enable customers to protect and recover business-critical data and applications such as Microsoft Exchange, SQL, and SharePoint in both physical and virtual environments. With its unparalleled partner programs, technical support, and professional services, Double-Take Software is the solution of choice for more than nineteen thousand customers worldwide, from SMEs to the Fortune 500. Information about Double-Take Software's products and services can be found at www.doubletake.com. Important Information Filed with the SEC A definitive proxy statement was filed with the SEC on June 21, 2010 concerning the merger and was mailed on or about June 22, 2010 to stockholders of the Company. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. Investors and stockholders may obtain a free copy of the definitive proxy statement and any other relevant documents filed or furnished by Double-Take Software with the SEC, including the supplemental disclosures filed today, at the SEC’s Web site at www.sec.gov. In addition, investors and stockholders may obtain free copies of the documents filed or furnished with the SEC by Double-Take Software by contacting Double-Take Software Investor Relations by e-mail at email@example.com or by phone at 212.766.1800, by going to the investor relations website portion of the Double-Take website at http://investor.doubletake.com/ or by contacting The Altman Group, Double-Take Software’s proxy solicitor, at (866) 304-2060. Double-Take Software and its directors and certain executive officers may be deemed to be participants in the solicitation of proxies from Double-Take Software stockholders in respect of the proposed transaction. Information about the directors and executive officers of Double-Take Software and their respective interests in Double-Take Software by security holdings or otherwise is set forth in its proxy statement for the 2010 Annual Meeting of Stockholders, which was filed with the SEC on April 1, 2010 and its Annual Report on Form 10-K for the year ended December 31, 2009, which was filed with the SEC on March 12, 2010. Stockholders may obtain additional information regarding the interests of Double-Take Software and its directors and executive officers in the merger, which may be different than those of the Company’s stockholders generally, by reading the proxy statement and other relevant documents regarding the merger filed or furnished with the SEC by the Company. Each of these documents is, or will be, available as described above.
Forward-Looking StatementsThis press release contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as “expect(s)”, “feel(s)”, “believe(s)”, “will”, “may”, “anticipate(s)”, “intend(s)” and similar expressions are intended to identify such forward-looking statements. These statements include, but are not limited to, the expected timing of the acquisition, the ability of Vision Solutions and Double-Take to close the acquisition and that the proposed settlement will be finalized. All of such information and statements are subject to certain risks and uncertainties, the effects of which are difficult to predict and generally beyond the control of Double-Take, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include, but are not limited to: (i) uncertainties associated with the acquisition of the Company by Vision; (ii) uncertainties as to the timing of the merger; (iii) failure to receive approval of the transaction by the stockholders of Double-Take; (iv) the ability of the parties to satisfy closing conditions to the transaction; (v) the ability to finalize the proposed settlement, including obtaining court approval; (v) changes in economic, business, competitive, technological and/or regulatory factors; and (vi) those risks identified and discussed by Double-Take in its filings with the U.S. Securities and Exchange Commission, including the definitive proxy statement for the merger. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Double-Take Software does not undertakes any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged to carefully review and consider the various disclosures in Double-Take Software’s SEC periodic and interim reports, including but not limited to its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010 and Current Reports on Form 8-K filed from time to time by Double-Take Software, as well as the definitive proxy statement for the merger. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement.