Filed by EMC Corporation.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Documentum, Inc.
Commission File No. 000-27358
This filing relates to the proposed merger pursuant to the terms of that
certain Agreement and Plan of Merger, dated as of October 13, 2003 (the "Merger
Agreement"), by and among EMC Corporation ("EMC"), Elite Merger Corporation, a
wholly owned subsidiary of EMC, and Documentum, Inc. ("Documentum"). The Merger
Agreement is on file with the Securities and Exchange Commission as an exhibit
to the Current Report on Form 8-K filed by EMC on October 14, 2003, and is
incorporated by reference into this filing.
The following is a sales overview distributed by EMC to EMC sales teams.
EMC Signs Definitive Agreement to Acquire Documentum
-- An Overview from Frank Hauck, and Rules of Engagement for Sales and Service
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WHEN COMPLETED/CLOSED ACQUISITION WILL BROADEN EMC'S
SOFTWARE OFFERINGS, IMPROVE FUNCTIONALITY FOR EMC
AND DOCUMENTUM CUSTOMERS, ACCELERATE ABILITY TO
MANAGE CUSTOMER INFORMATION ACROSS ITS ENTIRE
LIFECYCLE.
OVERVIEW
EMC and Documentum have signed a definitive agreement for EMC to acquire
Documentum in a stock transaction. The definitive agreement is a crucial step
in the acquisition process, which is expected to proceed for approximately 90
days. During this period and until any final closing of a deal, EMC and
Documentum remain totally separate entities, and each will continue to serve
its own customers, and act in the marketplace just as we do today. This means
EMC sales must remain 100% focused on selling EMC's complete automated
networked storage value proposition, and the new offerings you're learning
about in the July training sessions.
EMC is pursuing this acquisition for several key reasons:
o IT SIGNIFICANTLY ENHANCES EMC'S ILM SOLUTIONS BY EXPANDING
CAPABILITIES INTO ENTERPRISE CONTENT MANAGEMENT FOR UNSTRUCTURED DATA
o It will give EMC a stronger software distribution capability through
Documentum's direct and channel sales arms
o It will accelerate EMC's continued evolution from a platform provider
to a provider of complete solutions comprising hardware, software and
services
EMC is committed to supporting all customers and products, and providing, as
necessary, smooth upgrade paths to customers for new functionality across EMC
and Documentum products. When completed/closed Documentum will be a division of
EMC, with sales, marketing and development functions. Certain EMC and
Documentum products will be brought together to share development resources and
to create integrated roadmaps for customers.
SALES ENGAGEMENT REQUIREMENTS
It is important to remember that the acquisition itself has not yet occurred.
It is expected to take some time to complete, and involves many steps including
approval by Documentum shareholders. As such, SALES BEHAVIOR MUST BE `BUSINESS
AS USUAL'. This means:
o STAY 100% FOCUSED ON SELLING THE EMC VALUE PROPOSITION AND OUR
AUTOMATED NETWORKED STORAGE OFFERINGS.
o DO NOT POSITION DOCUMENTUM WITH CUSTOMERS, DOCUMENTUM SALES FORCE OR
DOCUMENTUM'S CHANNEL PARTNERS AS ALREADY ACQUIRED BY EMC. Do not
engage the Documentum sales team or Channel partners, or position
Documentum products directly or indirectly, in any way differently
than you have in the past.
o CONTINUE TO SUPPORT OUR EXISTING PARTNERSHIP WITH DOCUMENTUM TO SERVE
CUSTOMERS AND WIN DEALS. Documentum is part of the EMC Developer's
program, and is also a Centera partner. Leverage these relationships
and the integration work that's been done between our offerings to
create strong value propositions for customers.
o DO NOT MAKE COMMITMENTS ABOUT FUTURE DEVELOPMENT EFFORTS WITH
DOCUMENTUM, or make claims about EMC plans to eliminate, strengthen or
merge any product sets or organizations between the companies, in
efforts to win business.
o CONTINUE TO ENGAGE AND WORK WITH ALL EMC PARTNERS including those who
may have offerings similar to Documentum's. We completely support
customers need for choices and flexibility in their solutions.
o DO NOT DISCUSS FUTURE EMPLOYMENT WITH EMC, REPORTING STRUCTURE, ETC
WITH DOCUMENTUM EMPLOYEES, PARTNERS, CUSTOMERS These are confidential,
to be determined areas during our integration planning stage
IMPORTANT QUESTIONS
QUESTION: WHAT SHOULD I TELL MY CUSTOMER?
ANSWER: EMC continues to set the pace in the storage industry, by making
the investments that help deliver better value for our
customers. Documentum's solutions give us a powerful new
solution for enterprise content management. We'll continue to
enhance functionality, giving customers more powerful and
completely heterogenous capabilities moving forward, and
protecting the investments they've already made.
QUESTION: DOES THIS MEAN EMC WILL PHASE OUT OVERLAPPING PRODUCTS?
ANSWER: No. EMC is committing to support all customers, and provide
smooth upgrade paths and improved functionality for all
customers. No customer will find themselves with a `dead end'
solution.
QUESTION: CAN EMC SALES START SELLING DOCUMENTUM PRODUCTS?
ANSWER: No. EMC sales needs to stay 100% focused on selling our current
products, services and solutions. Upon closing of the deal later
in the year, Documentum is expected to be a division of EMC, and
to continue to have direct and channel sales arms. Questions of
channel conflict and sales compensation will be addressed as
discussions continue to move forward.
QUESTION: SHOULD EMC START COOPERATING MORE FULLY WITH DOCUMENTUM SALES
TEAMS TODAY?
ANSWER: Sales behavior needs to be `business as usual.' Continue to take
advantage of the existing partner relationships with Documentum,
but no additional activities should take place.
QUESTION: DOES THIS ACTION SIGNAL ANY CHANGE IN EMC'S STRATEGY?
ANSWER: EMC remains focused on becoming the ultimate information
lifecycle management company. This acquisition accelerates our
current directions in software and product mix, and also extends
EMC's value proposition into the high-growth enterprise content
management space. It broadens our ability to help customers
maximize the value of their information, at the lowest possible
cost, across its entire lifecycle, from creation to elimination.
QUESTION: HOW WILL DOCUMENTUM'S SALES FORCE INTERACT WITH EMC'S SALES FORCE
ESPECIALLY THE OPEN SOFTWARE SALES GROUP ?
ANSWER: We plan to retain Documentum's sales and distribution efforts as
an independent sales force to insure continued focus on these
products and services. Over time, we will leverage this
independent selling capability to additional Open Software
products. EMC's sales force will bring in Documentum's sales to
support an integrated solution involving EMC and Documentum's
products.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, EMC and Documentum intend to file
a proxy statement/prospectus with the U.S. Securities and Exchange Commission
(the "SEC"). Investors and security holders of EMC and Documentum are advised
to read the proxy statement/prospectus when it becomes available, because it
will contain important information about EMC, Documentum and the proposed
transaction. Investors and security holders may obtain a free copy of the proxy
statement/prospectus, when available, and other documents filed by EMC and
Documentum with the SEC at the SEC's website at www.sec.gov. Free copies of the
proxy statement/prospectus, when available, and each company's other filings
with the SEC also may be obtained from the respective companies. Free copies of
EMC' filings may be obtained by directing a request to EMC. You can request
this information via the web at www.EMC.com/IR/request or by sending a written
request to EMC Investor Relations, EMC Corporation, 176 South Street,
Hopkinton, MA 01748. Free copies of Documentum's filings may be obtained by
directing a request to Documentum Investor Relations, Documentum, Inc., 6801
Koll Center Parkway, Pleasanton, CA 94566. In addition, investors and security
holders may access copies of the documents filed with the SEC by EMC on EMC's
website at www.emc.com, and investors and security holders may access copies of
the documents filed with the SEC by Documentum on Documentum's website at
www.documentum.com.
Documentum, its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Documentum stockholders in
favor of the proposed transaction. A description of the interests of the
directors and executive officers of Documentum is set forth in Documentum's
proxy statement for its 2003 annual meeting, which was filed with the
Securities and Exchange Commission on April 24, 2003. Investors and security
holders may obtain additional information regarding the interests of such
potential participants by reading the definitive proxy statement/ prospectus
and the other relevant documents filed with the Securities and Exchange
Commission when they become available.
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FORWARD LOOKING STATEMENTS
This document contains "forward-looking statements" as defined under the
Federal Securities Laws. Actual results could differ materially from those
projected in the forward-looking statements as a result of certain risk
factors, including but not limited to: (i) risks associated with strategic
investments and acquisitions, including the challenges and costs of closing,
integration, restructuring and achieving anticipated synergies associated with
the announced plans to acquire LEGATO Systems, Inc. (Nasdaq: LGTO) and
Documentum, Inc.; (ii) adverse changes in general economic or market
conditions; (iii) delays or reductions in information technology spending; (iv)
the transition to new products, the uncertainty of customer acceptance of new
product offerings, and rapid technological and market change; (v) insufficient,
excess or obsolete inventory; (vi) competitive factors, including but not
limited to pricing pressures; (vii) component quality and availability; (viii)
the relative and varying rates of product price and component cost declines and
the volume and mixture of product and services revenues; (ix) war or acts of
terrorism; (x) the ability to attract and retain highly qualified employees;
(xi) fluctuating currency exchange rates; and (xii) other one-time events and
other important factors disclosed previously and from time to time in EMC's and
Documentum's filings with the U.S. Securities and Exchange Commission. EMC and
Documentum disclaim any obligation to update any such-forward looking
statements after the date of this document.