SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

Data Domain, Inc.

(Name of Subject Company)

Envoy Merger Corporation

and

EMC Corporation

(Names of Filing Persons – Offeror)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

23767P109

(Cusip Number of Class of Securities)

Paul T. Dacier, Esq.

EMC Corporation

176 South Street

Hopkinton, Massachusetts 01748

(508) 435-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Margaret A. Brown, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Beacon Street

Boston, MA 02108

(617) 573-4800

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee
$[ ]	$[ ]

* Estimated for purposes of calculating the amount of filing fee only. This amount is based upon (a) an estimate of the maximum number of shares to be purchased pursuant to the Offer and (b) the price offered per share.

¨ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not applicable. Filing Party: Not applicable.

Form or Registration No.: Not applicable. Date Filed: Not applicable.

þ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

This Tender Offer Statement on Schedule TO (this “Statement”) relates to a planned tender offer by [            ] (“Purchaser”), a wholly owned subsidiary of EMC Corporation (“EMC”), for all of the outstanding shares of common stock of Data Domain, Inc. (“Data Domain”).

The tender offer referred to in this Statement has not yet commenced. This Statement is neither an offer to purchase nor a solicitation of an offer to sell any shares of Data Domain. The solicitation and the offer to buy shares of Data Domain common stock will be made pursuant to an offer to purchase and related materials that Purchaser intends to file with the U.S. Securities and Exchange Commission. At the time the tender offer is commenced, EMC and Purchaser, a wholly owned subsidiary of EMC, intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer. Purchaser and EMC intend to mail these documents to the stockholders of Data Domain. These documents will contain important information about the tender offer and stockholders of Data Domain are urged to read them carefully when they become available. Investors and stockholders of Data Domain will be able to obtain a free copy of these documents (when they become available) and other documents filed by Purchaser with the SEC at the website maintained by the SEC at www.sec.gov. In addition, the tender offer statement and related materials may be obtained for free (when they become available) by directing such requests to EMC Corporation at Attention: Office of the General Counsel, 176 South Street, Hopkinton, MA 01748.

Item 12. Exhibits.

99.1 Slide presentation dated June 1, 2009

EX-99.1

©

Copyright 2009 EMC Corporation. All rights reserved.

EMC and Data Domain

June 1st, 2009

Exhibit 99.1

2

©

Copyright 2009 EMC Corporation. All rights reserved.

This

release

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)

adverse changes in general economic or market conditions; (ii) delays or reductions in information technology spending; (iii) our

ability to protect our proprietary technology; (iv) risks associated with managing the growth of our business, including risks

associated with acquisitions and investments and the challenges and costs of integration, restructuring and achieving anticipated

synergies; (v) fluctuations in VMware, Inc.’s operating results and risks associated with trading of VMware stock; (vi) competitive

factors, including but not limited to pricing pressures and new product introductions; (vii) the relative and varying rates of product

price and component cost declines and the volume and mixture of product and services revenues; (viii) component and product

quality and availability; (ix) the transition to new products, the uncertainty of customer acceptance of new product offerings and

rapid technological and market change; (x) insufficient, excess or obsolete inventory; (xi) war or acts of terrorism; (xii) the ability to

attract

and

retain

highly

qualified

employees;

(xiii)

fluctuating

currency

exchange

rates;

(xiv)

litigation

that

we

may

be

involved

in;

and

(xv)

other

one-time

events

and

other

important

factors

disclosed

previously

and

from

time

to

time

in

EMC’s

filings

with

the

U.S.

Securities and Exchange Commission.  Statements in this release regarding market conditions are based on current expectations. 

These statements are forward-looking, and actual results may differ materially.  EMC disclaims any obligation to update any

forward-looking statements in this release after the date of this release.

The tender offer referred to in this presentation has not yet commenced. This presentation is neither an offer to purchase nor a

solicitation of an offer to sell any shares of Data Domain. The solicitation and the offer to buy shares of Data Domain common

stock will be made pursuant to an offer to purchase and related materials that EMC intends to file with the U.S. Securities and

Exchange Commission. At the time the tender offer is commenced, EMC and a wholly owned subsidiary of EMC, intend to file a

Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents

relating to the tender offer. EMC and its wholly owned subsidiary intend to mail these documents to the stockholders of Data

Domain.

These

documents

will

contain

important

information

about

the

tender

offer

and

stockholders

of

Data

Domain

are

urged

to

read them carefully when they become available. Investors and stockholders of Data Domain will be able to obtain a free copy of

these

documents

(when

they

become

available)

and

other

documents

filed

by

EMC

and

its

wholly

owned

subsidiary

with

the

SEC

at

the

website

maintained

by

the

SEC

at

www.sec.gov.

In

addition,

the

tender

offer

statement

and

related

materials

may

be

obtained

for

free

(when

they

become

available)

by

directing

such

requests

to

EMC

Corporation

at

Attention:

Office

of

the

General

Counsel, 176 South Street, Hopkinton, MA 01748.

Forward-looking Statements and Additional

Information

3

©

Copyright 2009 EMC Corporation. All rights reserved.

EMC proposal to acquire Data Domain

Proposal specifics

–

To acquire all outstanding shares of Data Domain for $30.00 per share in cash

–

Represents a 20% premium to offer proposed by NetApp

–

Total Enterprise Value of approximately $1.8 Billion, net of Data Domain’s cash

–

Tender offer to commence promptly

–

Expected to be neutral to EMC Non-GAAP earnings in 2009 and accretive in 2010

About Data Domain

–

A leading provider of deduplication storage solutions

–

Fiscal Year 2008 revenues of $274 Million

–

Headquarters in Santa Clara, CA; 825 employees

Key benefits of EMC proposal

–

Next generation backup and archive solutions are a key opportunity

–

EMC and Data Domain offerings are highly complementary and together will be best

positioned solution to help customers and partners

–

Enables Data Domain to accelerate its business via leveraging EMC’s superior

strength and scale

–

Enhances EMC revenue potential; expect next generation backup and archive

business to be over $1 Billion in revenue in 2010

–

Superior $30.00 per share all cash proposal offers greater certainty and faster time to

close

4

©

Copyright 2009 EMC Corporation. All rights reserved.

The Opportunity

1.  Data deduplication is a fast growing opportunity within the storage

market

2.  Data deduplication is accelerating the adoption of next-generation disk-

based backup and archive solutions, providing functionally superior and

cost effective alternatives to tape

3.  To address the entire IT backup market, different applications require

different deduplication approaches

4.  Data

Domain

is

the

market

leader

today

in

“target”

based

deduplication

platforms

5.  When combined with EMC’s Avamar, the market leader in “source”

based deduplication, we will offer a best of breed portfolio across all

deduplication use cases

5

©

Copyright 2009 EMC Corporation. All rights reserved.

Source and Target Backup and Archive

Reduces data at source

Minimizes network requirements

Ideal for virtual environments

Reduces data at storage target

Works with existing backup environments

Leverages high-performance networks

Applications

Source

Dedupe

Datacenter

Applications

Target

Dedupe

Network

Network

6

©

Copyright 2009 EMC Corporation. All rights reserved.

Backup and Archive Use Cases

Target

Source

Virtualized

Environments

Remote / Branch

Offices

Edge

Devices

3

rd

Party

Backup

Datacenter

NAS / SAN

High

Transaction Apps

Relieves backup bottlenecks, enables

greater server consolidation ratios

Protects

ROBOs

with

highest

WAN

efficiency and with consistent DC policies

Protects enterprise desktops / laptops with

low device overhead

Heterogeneous target for existing backup

applications

Enterprise infrastructure support

High-change rate, large data sets

7

©

Copyright 2009 EMC Corporation. All rights reserved.

EMC Next Generation Backup Solutions

EMC Avamar

DD 120

DD 5xx

DD 6xx

EMC DL4xxx

EMC DLm

EMC Enterprise VTL

Data Domain

Target

Source

Avamar VM

Operating System

8

©

Copyright 2009 EMC Corporation. All rights reserved.

Benefits for EMC

Opportunity

–

Data deduplication is an important, fast growing opportunity within storage software

market

Products and Solutions

–

Complementary products and technology

–

Accelerates EMC’s ability to create a compelling next generation backup and archive

solution set for customers

Vision and Strategy

–

Next generation backup solutions are integral to EMC’s vision and strategy regarding

the virtual data center and cloud computing

Financial

–

Enhances EMC revenue potential

–

Next generation backup and archive solutions business expected to be over $1

Billion in revenue in 2010

–

Additive to revenue growth

–

Accretive to non-GAAP EPS in 2010

9

©

Copyright 2009 EMC Corporation. All rights reserved.

Benefits for Data Domain

Structure

–

Data Domain will operate as a product division within EMC

More resources

–

EMC will enhance this division with additional technology, products and investment

Larger market opportunity

–

Today –

EMC’s significantly larger size and international market presence means

Data Domain can grow more rapidly and effectively with EMC than with NetApp

–

Tomorrow –

EMC has a vision for next generation back up and archive solutions

based

on

the

combination

of

Data

Domain

and

existing

EMC

technologies

–

NetApp

cannot offer this same opportunity

Integral to major shifts in IT

–

Next generation backup and archive opportunity is a key factor in the evolution of the

virtual data center and cloud computing

EMC’s scale

–

Can accelerate and increase market presence by leveraging EMC’s clearly superior

strength, sales reach, partner network, customer base, service, etc

Superior $30.00 per share, all cash proposal

–

Offering greater certainty of value and faster time to close

10

©

Copyright 2009 EMC Corporation. All rights reserved.

Benefits for Customers and Partners

EMC customers

–

Enhanced next generation backup and archive solution set

–

Ability to buy Data Domain products supported by EMC’s global scale, service and

support

–

Confidence that these capabilities are implemented within the context of their plans

for virtual data centers and the cloud

Data Domain customers

–

Confidence in Data Domain as supported by EMC’s scale, services and support

–

Data Domain part of a more compelling total solution as opposed to a separate

decision

–

Data Domain capabilities will be more complementary to their overall IT architecture

plans 

Partners

–

EMC partners will have broader solutions via access to these products

–

Data Domain partners will have access to EMC’s broader portfolio and programs

11

©

Copyright 2009 EMC Corporation. All rights reserved.

Summary

Market opportunity

–

Next generation backup and archive solutions are an exciting opportunity.

Leading solutions

–

EMC and Data Domain offerings are highly complementary and together will be the

best positioned solution to help customers.

Acceleration

–

Data Domain can accelerate by leveraging EMC’s superior strength, sales reach,

partner network, customer base, support, etc.

Revenue potential

–

Expect

next

generation

backup

and

archive

business

to

be

over

$1

Billion

in

revenue

in 2010.

Financial benefit

–

Superior $30.00 per share, all cash offer.  Accretive to 2010 non-GAAP EPS.

EMC CONFIDENTIAL—INTERNAL USE ONLY