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Double-Take Software, Inc. Adopts Shareholder Rights Plan

^{Published on 2008-11-19 14:28:00 - Market Wire}
 

SOUTHBOROUGH, Mass.--([ BUSINESS WIRE ])--Double-Take Software, Inc. (NASDAQ: DBTK), a leading provider of recovery solutions announced today that its Board of Directors has adopted a Shareholder Rights Plan with a duration of one year. The Rights Plan is not in response to any specific effort to acquire control of Double-Take Software, but is designed to deter coercive takeover tactics and to prevent an acquirer from gaining control of Double-Take Software without offering a fair price and terms to all of Double-Take Software's stockholders.

"We are committed to enhancing and preserving long-term shareholder value," said Dean Goodermote, Chairman and CEO of Double-Take Software. "We believe that a Shareholder Rights Plan provides our Board of Directors with an important tool to assist it in effectively evaluating and negotiating alternatives to any coercive takeover attempts, and therefore is in the best interests of the corporation and our stockholders."

In connection with the adoption of the Rights Plan, the company entered into a Rights Agreement dated November 19, 2008. Under the Rights Agreement, the Board of Directors declared a dividend distribution of one Right for each outstanding share of Double-Take Software common stock, payable to stockholders of record at the close of business on December 1, 2008. Initially, the Rights will be represented by Double-Take Software's common stock certificates, will not be traded separately from the common stock and will not be exercisable. However, with certain exceptions, in the event that any person acquires beneficial ownership of 15% or more of the outstanding shares of Double-Take Software's common stock, each holder of a Right, other than the acquirer, would be entitled to receive, upon payment of an exercise price of $30 per Right, one one-thousandth of a share of a new class of Series A Junior Participating Preferred Stock or, under certain circumstances, a number of shares of Double-Take Software common stock having a value equal to two times the purchase price. The Rights will expire on November 18, 2009 unless earlier redeemed or exchanged in accordance with the terms of the new Rights Agreement. A copy of the Rights Agreement will be filed on a Form 8-K with the Securities and Exchange Commission.

About Double-Take(R) Software

Headquartered in Southborough, Massachusetts, Double-Take(R) Software (Nasdaq: DBTK) 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 sixteen 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 Note to Investors

This release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases that say Double-Take or its management "believes," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. Similarly, statements in this release that describe the Company's business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All forward-looking statements are inherently speculative, and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in forward-looking statements. These risks and uncertainties include those set forth from time to time in our filings with the Securities and Exchange Commission. We are under no obligation, and do not undertake any duty, to update these forward looking statements at any time.

© Double-Take Software. All rights reserved. Double-Take, GeoCluster and Double-Take for Virtual Systems are registered trademarks of Double-Take Software, Inc. Balance and Double-Take ShadowCaster are trademarks of Double-Take Software, Inc. Microsoft, Windows, and the Windows logo are trademarks or registered trademarks of Microsoft Corporation in the United States and/or other countries. All other trademarks are the property of their respective companies.