EMC Corporation, the world leader in information management and storage, and Captiva Software Corporation, a leading provider of input management solutions, announced a definitive agreement for EMC to acquire Captiva. EMC will pay $22.25 (U.S.) per share in cash, or approximately $275 million net of Captiva’s cash balance. The transaction is subject to regulatory and Captiva stockholder approval, and is expected to be completed in either late 2005 or early 2006. Upon completion of the acquisition, EMC expects to take a charge of approximately $15 million to $20 million for the value of Captiva’s in-process research and development costs. Excluding this charge, the transaction is not expected to impact EPS in the first full year of operation.

Input management software – which provides for the conversion of paper-based information to digital formats – has become increasingly strategic as companies electronically capture, digitize and categorize more of their information. This transforms costly and inaccessible paper records into instantly usable electronic business information, resulting in faster business processes and more accurate and timely response in regulatory compliance situations. Through this process, organizations gain a richer understanding of their information and become better equipped to classify it, create policy based workflow and automate information lifecycle management (ILM).

This acquisition represents a natural extension to the EMC Documentum enterprise content management platform and adds existing integrated technology to the EMC software portfolio. Captiva focuses on the early stages of information lifecycle management – information capture, digitization and categorization. Together, Captiva and EMC enable customers to either eliminate paper or automate its digital capture and integrate the information with electronic business processing for competitive advantage.

Dave DeWalt, President, EMC Software, said, “Moving forward, this acquisition will enable EMC to deliver further integrated solutions for input management and image processing applications, and will also serve as an increasingly important element of EMC’s enterprise archiving strategy. EMC’s enterprise archiving framework will enable customers to benefit from holistic policies for classification, retention, retrieval, search and access across all information types – structured, unstructured and semi-structured. As a result, customers will realize significant cost savings through unified archiving support for production applications, be better prepared to respond rapidly to legal inquiries, and benefit from a consistent and integrated archiving and retrieval approach for all information.

“EMC and Captiva have shared a strong and fruitful partnership for close to a decade,” added DeWalt. “Through that relationship, we’ve come to truly appreciate the power of our integrated and innovative technologies. Our combined ability to streamline processes and reduce operating expenses is having remarkable impact for customers across the world.”

Reynolds Bish, President and CEO of Captiva, said, “This transition marks a significant milestone in the evolution of our company. As partners, EMC and Captiva have generated outstanding business results for our customers. As a combined force, our opportunities for growth and providing an even greater value proposition are significantly enhanced. The EMC Documentum enterprise content management platform clearly has a leadership position, and we share a common vision for how we can leverage this platform for our customers with Captiva as an EMC-branded and supported solution.”

In addition to tighter integration with Captiva, EMC will continue to develop Captiva software as an open platform as it does with all EMC multi-platform software, including the underlying content management platform.

Captiva’s input management software optimizes the capture and management of information. Captiva software products address the front-end of traditional processes by digitally capturing documents, forms, reports and other types of physical media (using scanners, fax machines, or electronic means) and extracting the business critical information contained therein. Business rules and decision processes are then automatically applied to ensure accuracy, and the results are exported transparently into ERP, accounting, credit, document, and content management information systems.

These systems then use this business-critical information to drive key business processes such as loan processing in retail banking, policy and claims management in insurance, accounts payable, customer correspondence, new account processing, etc. This not only speeds business process, but transforms costly and inaccessible paper records into instantly usable electronic business information.

Captiva is based in San Diego and counts 50% of the Global 2000 among its more than 5,000 customers. In 2005, Captiva was named one of San Diego’s fastest-growing technology companies by Deloitte & Touche, won the “Trend-Setting Product of ’05” award and was cited as one of “The 100 Companies That Matter” in Knowledge Management by KM World Magazine, and received the AIIM Best Practices and Best of Show Awards 2005.

Earlier this month, EMC Corporation was recognized as a leader in the “The Forrester Wave: Enterprise Content Management Suites, Q3 2005” report. Forrester recognized EMC as a leader based on the strength of EMC’s enterprise content management (ECM) strategy and EMC Documentum product offering.