8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 2, 2011

TERADATA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-33458	75-3236470
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
10000 Innovation Drive Dayton, Ohio		45342
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number including area code: (866) 548-8348

N/A

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Merger with Aster Data Systems, Inc.

On March 2, 2011, Teradata Corporation (“Teradata”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with, among others, Aster Data Systems, Inc. (“Aster Data”) and Oakland Merger Corporation (“Merger Sub”), a wholly-owned subsidiary of Teradata.

Under the terms of the Merger Agreement and subject to the conditions set forth therein, Merger Sub will merge with and into Aster Data and Aster Data will survive and become a wholly-owned subsidiary of Teradata (the “Merger”). The aggregate consideration payable by Teradata in the Merger for all of the outstanding capital stock and derivative securities (including all outstanding warrants and vested stock options) of Aster Data is approximately $263 million, after an expected adjustment of approximately $3 million for Aster Data’s net indebtedness, transaction expenses and any severance or other change-in-control related liabilities (as so adjusted, the “Merger Consideration”). The Merger Consideration excludes (i) the value of Teradata’s pre-existing 11.4% equity investment in Aster Data, and (ii) cash retention payments to be made following the completion of the Merger for Aster Data’s unvested and committed equity awards, which amounts will be paid on pre-existing vesting schedules (subject to the terms and conditions thereof). The Merger Consideration will not be adjusted, either positively or negatively, for cash held by Aster Data at closing, which is expected to be approximately $21 million.

The Merger Agreement has been adopted and approved by the requisite vote of Aster Data’s stockholders. Consummation of the Merger is subject to customary conditions, including, among others, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any similar filings required in foreign jurisdictions, (ii) the continuing accuracy of Aster Data’s representations and warranties in the Merger Agreement on the closing date of the Merger, and (iii) the absence of any conditions, events or occurrences that have had, or are reasonably likely to have, a material adverse effect on Aster Data’s business, condition (financial or otherwise), assets, liabilities or results of operations. The date for the closing of the Merger has not yet been determined, but is expected to occur in the second quarter of 2011.

In the Merger Agreement, Aster Data has made customary representations and warranties related to its business and operations and has agreed to specified covenants, including covenants relating to (i) the conduct of its business between the date of the Merger Agreement and the closing of the Merger, (ii) the solicitation of proposals for alternative transactions and (iii) making governmental filings and other matters. Teradata has also made customary limited representations and warranties to Aster Data.

A portion of the Merger Consideration otherwise payable by Teradata in the Merger will be placed into an escrow fund as security for the indemnification obligations of Aster Data’s security holders under the Merger Agreement for, among other things, breaches of the representations, warranties and covenants made by Aster Data in the Merger Agreement that exceed a specified basket amount and other customary matters. The Merger Agreement contains certain termination rights for both parties.

Teradata intends to finance the acquisition of Aster Data through a new $400 million five-year term loan.

Forward Looking Statements

This filing and the attached press release contain forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the parties’ ability to consummate the Merger; the execution of integration plans; the conditions to the completion of the Merger; the inability to obtain regulatory approvals required for the Merger or the possibility that such approvals may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing and completion of the Merger; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate Aster Data’s operations into those of Teradata; that such integration may be more difficult, time-consuming or costly than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; market acceptance of Aster Data technology may be slower than expected; recurring revenue may decline, fail to be renewed or fail to grow at expected levels; and the retention of certain key employees of Aster Data may be difficult. Risks, uncertainties and assumptions include: the possibility that expected benefits of the Merger (including, without limitation, technology lead and differentiation, market adoption, and revenue growth) may not materialize as expected; that Aster Data’s technology portfolio may not be as robust or as easy to integrate into Teradata’s existing portfolio as believed; that the Merger or the financing for the Merger may not be timely completed; that the parties may be unable to successfully implement integration strategies; and other risks that are described in Teradata’s filings with the Securities and Exchange Commission.

Item 8.01. Other Events.

On March 3, 2011, Teradata issued a press release announcing entry into the Merger Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

The following exhibit is attached with this Current Report:

Exhibit No.	Description
99.1	Press Release of Teradata Corporation, dated March 3, 2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Teradata Corporation
By:	/s/ Laura K. Nyquist
Name:	Laura K. Nyquist
Title:	General Counsel and Secretary

Dated: March 3, 2011

Index to Exhibits

Exhibit No.	Description
99.1	Press Release of Teradata Corporation, dated March 3, 2011.

EX-99.1

Exhibit 99.1

NEWS RELEASE

For further information:

Dan Conway Public Relations 858-663-4689 dan.conway@teradata.com Gregg Swearingen Investor Relations 937-242-4600 gregg.swearingen@teradata.com

For Release on March 3, 2011

Teradata to Acquire Aster Data

Data warehouse leader expands into emerging big data market

SAN DIEGO, California - Teradata Corporation (NYSE:TDC) signed a definitive agreement to acquire Aster Data Systems, Inc., a market leader and pioneer in advanced analytics and the management of a variety of diverse data that is not structured. The combination of Teradata and Aster Data technologies will enable businesses to unlock the new intelligence hidden within the ever-growing volume of big data.

“We are excited about the big data analytics market opportunity that Aster Data brings to Teradata. This, coupled with our recent Integrated Marketing Management acquisition with Aprimo, and our increased investments into our core data warehouse business - provide three best-in-class platforms to fuel future growth for Teradata,” said Mike Koehler, president and chief executive officer of Teradata Corporation.

“Teradata is recognized as an innovator and leader in data warehousing, and the addition of Aster Data will enable us to leap frog into a leadership position in the emerging big data market. This is a great opportunity and something our customers have been asking for,” said Scott Gnau, chief development officer, Teradata Corporation. “I am very pleased to welcome Aster Data’s talented employees to Teradata, when the transaction is completed, and to leverage Aster Data’s sophisticated analytics and innovative processing of big data.”

In this emerging market, big data is generally defined as being massive in volume with a mix of structured and unstructured data involving complex interrelationships that do not lend themselves to analysis with today’s traditional techniques. For these reasons, capturing, storing, managing and analyzing it is extremely difficult. Some of the new sources of diverse, non-relational data include: web applications, sensor networks, social networks, genomics, video and photographs.

According to a recent Gartner news release, “2011 will be the year when data warehousing reaches what could well be its most-significant inflection point since its inception. Gartner firmly believes that the data warehouse ‘ideal’ is changing and will give way to new kind of warehouse that addresses more extreme types of information assets. As a result, data warehouse database management system (DBMS) vendors must begin to address numerous, new information asset formats, or be relegated to supporting roles in the future.ⁱ” “In fact, we believe through 2015, organizations integrating high-value, diverse, new information types and sources into a coherent information management infrastructure will outperform their industry peers financially by more than 20 percent.ii”

Teradata is the long-recognized data warehouse leader, and Aster Data excels at deriving value from new types of data with new analytics capabilities such as graph analysis. In addition, this diverse and unstructured data can be integrated with structured data in data warehouses for deeper business insight. This will dramatically expand the ability of companies to leverage the massive volumes of all of their data to drive profitable growth.

“We are excited to be a part of Teradata. Working together, we can accelerate the ability of customers to harness the large volumes of diverse data that corporations must deal with and analyze,” said Tasso Argyros, chief technology officer and co-founder, Aster Data.

“We are bringing a new class of data-driven applications that leverage the power of the patent-pending SQL-MapReduce analytics and innovations related to non-relational data processing delivered with flexible and easy to use tools,” said Mayank Bawa, chief customer

officer and co-founder, Aster Data. “We are really excited about the prospect for growth as we join forces with Teradata to bring Aster Data’s solutions to customers worldwide.”

Teradata is acquiring Aster Data’s business, including its intellectual property and technology product line, through a merger transaction. Teradata plans to support Aster Data’s customers and integrate its employees immediately upon completion of the acquisition, which is expected to occur in the second quarter of 2011. Teradata acquired an 11 percent ownership interest in Aster Data in September 2010, and has agreed to pay an additional $263 million for the remaining ownership interest, net of debt and other expenses. In addition, through this acquisition, Teradata will obtain approximately $21 million of cash which Aster Data is expected to have on its balance sheet at closing.

Conference Call Scheduled for 8:30 a.m. ET Today

A conference call is scheduled today at 8:30 a.m. (ET) to discuss Teradata’s intention to acquire Aster Data. Access to the conference call, as well as a replay of the call, will be available on Teradata’s web site at www.teradata.com/investor.

About Aster Data

Aster Data is a market leader in data management and complex analytics for diverse and big data, enabling the powerful combination of cost-effective storage and ultra-fast analysis of relational and non-relational data. Aster Data nCluster is an analytic platform that incorporates a massively parallel processing (MPP) hybrid row and column database with an integrated analytics engine, allowing application logic to execute with data to deliver breakthrough performance and scalability. Aster Data solution utilizes Aster Data patent-pending SQL-MapReduce to parallelize processing of data and applications and deliver rich analytic insights at scale. Companies including Barnes & Noble, Intuit, LinkedIn, InsightExpress, Akamai, Full Tilt Poker, and MySpace use Aster Data to deliver applications such as deep clickstream analysis, social network analysis, recommendation and personalization analytics, real-time fraud detection, and churn analysis. www.asterdata.com

About Teradata

Teradata is the world’s leader in data warehousing and integrated marketing management through its database software, data warehouse appliances, and enterprise analytics. For more information, visit teradata.com.

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Teradata is a trademark or registered trademark of Teradata Corporation in the United States and other countries.

Note to Investors

This press release contains forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the parties’ ability to consummate the merger transaction; the execution of integration plans; the conditions to the completion of the transaction; the inability to obtain regulatory approvals required for the merger or the possibility that such approvals may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing and completion of the transaction; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate Aster Data’s operations into those of Teradata; that such integration may be more difficult, time-consuming or costly than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; market acceptance of Aster Data technology may be slower than expected; recurring revenue may decline, fail to be renewed or fail to grow at expected levels; and the retention of certain key employees of Aster Data may be difficult. Risks, uncertainties and assumptions include: the possibility that expected benefits of the merger (including, without limitation, technology lead and differentiation, market adoption, and revenue growth) may not materialize as expected; that Aster Data’s technology portfolio may not be as robust or as easy to integrate into Teradata’s existing portfolio as believed; that the merger or the financing for the transaction may not be timely completed; that the parties may be unable to successfully implement integration strategies; and other risks that are described in Teradata’s filings with the Securities and Exchange Commission.

ⁱ Gartner Press Release “Gartner Says Data Warehousing Reaching Its Most Significant Inflection Point Since Its Inception,” February 2011.

ⁱⁱ Gartner Presentation “The Grand Challenges of Information: Innovating to Make Your Infrastructure and Users Smarter,” by Bill Hostmann and Mark Beyer, October 2010.