EMC to acquire RSA Security

EMC Corporation, the player in information management and storage, and RSA
Security Inc, which is involved in protecting and managing identities and
digital assets, announced a definitive agreement for EMC to acquire RSA. Under
the terms of the agreement, EMC will pay $28 per share in cash in exchange for
each share of RSA and the assumption of outstanding options, for an aggregate
purchase price of slightly less than $2.1 billion, net of RSA's existing cash
balance.

EMC's acquisition of RSA brings together two market leaders with a shared
vision for helping organizations of all sizes securely manage their information
throughout its lifecycle. The acquisition adds industry-leading identity and
access management solutions and encryption and key management software to EMC's
expanding, information-centric security portfolio. The acquisition is expected
to be completed late in the third quarter or early in the fourth quarter of
2006, subject to customary closing conditions and regulatory approvals.

JOE TUCCI: RSA will operate as EMC's Information Security Division

Joe Tucci, Chairman, President and CEO, EMC said, “Information security is
a top priority among executives around the world, and it has become an
inseparable attribute of information management. Businesses can't secure what
they don't manage, and when it comes to securing information, that means
simply two things - managing the data and managing access to the data. EMC is
the leading provider of information management solutions. Bringing RSA into the
fold provides EMC with industry-leading identity and access management
technologies and best-in-class encryption and key management software to help
EMC deliver information lifecycle management securely.”

RSA provides technologies to secure information no matter where it resides or
travels inside or outside of an organization and throughout its lifecycle. With
industry-leading authentication, access control, and encryption solutions, RSA
helps organizations of all sizes ensure the authenticity and protection of
people, information and transactions.

“This acquisition signals a fundamental change in the landscape of the
security market,” continued Tucci. “EMC is 100 per­cent committed to
applying the resources required to continue to expand RSA's leading market
share while also tightly integrating their technology with EMC's products to
bring customers the best information-centric security portfolio available.”

Art Coviello, CEO and President, RSA said, “Information security threats
are evolving from attacks on the network and the perimeter to attacks on the
data itself. These attacks are designed to obtain information, intellectual
property and other information that can be exploited for criminal gain. For this
reason, security must be an integral part of the information infrastructure,
allowing authorized users to easily get access to information. The combination
of RSA's leading security technology coupled with EMC's best-in-class
information infrastructure and financial resources will accelerate the
integration of security into the information infrastructure.”

On a GAAP basis, EMC currently expects the acquisition of RSA will be
dilutive by $0.03 per diluted share in 2007 and will not have a material impact
on diluted earnings per share in 2008. On a non-GAAP basis, which excludes the
impact of intangible amortization and stock option expense, EMC currently
expects the acquisition will not have a material impact on diluted earnings per
share in 2007 and will be accretive to earnings by $0.03 per diluted share in
2008. Upon completion of the acquisition, RSA will operate as EMC's
Information Security Division, headquartered in Bedford, Mass. Art Coviello will
become Executive VP of EMC and President of the division.

DQC News Bureau