–Customers and Partners Benefit from Focused R&D Investments and Accelerated Product Innovation, Including Expanded Cloud, Security, and AI Capabilities

–Unwavering Long-term Commitment to Cohesity and Veritas Product Roadmaps Ensures Seamless Product Offering Continuity

–Transforms Business Scale and Opportunities with Pro Forma Annual Revenues of $1.6 Billion and ARR of $1.3 Billion

–Expands Global Footprint to Serve 10,000+ Combined Customers, Including 96 of the Fortune 100, and 100s of Exabytes of Data Protected

Cohesity, a leader in AI-powered data security and management, and Veritas, a leader in secure multicloud data resilience, today are announcing their definitive agreement under which Cohesity intends to combine with Veritas’ data protection business, which will be carved out of Veritas, to create a new leader in data security and management. Customers will benefit from the accelerated innovations unlocked by the joint company’s scaled R&D investment, its unwavering support for customer success, and one of the industry’s most extensive partner ecosystems.

Sanjay Poonen will lead the combined organization as CEO and President. Greg Hughes, CEO of Veritas, will serve as a Board member and strategic advisor to Sanjay Poonen after the close of the transaction.

Protecting the world’s data and gaining insights from that data are top imperatives for IT practitioners all the way to board members. Given the rampant threat of ransomware, every organization needs a cyber resilience strategy. Furthermore, technology and business executives now have a unique opportunity to leverage the power of generative AI for data-driven insights to unleash new levels of efficiency, innovation, and growth.

The combined innovations of Cohesity and Veritas will address these challenges directly, offering organizations a comprehensive, multicloud data protection portfolio with a powerful, simple user experience, and a high-performance, centrally-managed hyperconverged platform. This highly complementary combination will create a new leader in data security and management with numerous product offerings to help customers address their needs for data security and data insights. The combined company will bring together 100s of exabytes of data protected, a global go-to-market footprint, high penetration in the enterprise with 96 of the Fortune 100 and 80% of the Global 500, and a strong partner ecosystem across all segments of cloud service providers, security players, VARs, system integrators, and hardware OEMs.

The combined company will continue to invest in and advance the roadmap and strategy of all Cohesity products and services, as well as Veritas NetBackup, NetBackup appliances, and Alta data protection offerings, while working towards the delivery of an integrated solution combining the best technology across the two companies.

“We are deeply committed to our mission to protect the world’s data. This deal will combine Cohesity's speed and innovation with Veritas’ global presence and installed base. We will lead the next era of AI-powered data security and management by bringing together the best of both product portfolios – Cohesity’s scale-out architecture ideally suited for modern workloads and strong Generative AI and security capabilities and Veritas' broad workload support and significant global footprint, particularly in the Global 500 and large public sector agencies,” said Sanjay Poonen, President and CEO of Cohesity. “This combination will be a win-win for our collective 10,000 customers and 3,000 partners, and I can’t wait to work with the Veritas team to bring our vision to life.”

Greg Hughes, CEO of Veritas, stated, “Veritas and Cohesity share a common vision of empowering businesses to protect their critical data assets in the face of evolving cyber threats and complex hybrid cloud environments. Bringing Veritas’ differentiated cloud-native architecture to Cohesity’s strong innovation engine will ideally position us to offer our customers transformative solutions against cyber attacks while delivering the flexibility and scalability required to thrive in the multicloud era.”

“Both companies have high Net Promoter Scores and share a steadfast, long-term commitment to customers. Existing products will continue to be supported for many years while leveraging joint best-of-breed technologies to provide the most innovative roadmap for a future that delights customers,” Poonen continued. “We are deeply committed to both Cohesity and Veritas customers, partners, and employees as we accelerate customer-driven innovation as one company.”

“I believe customers could benefit from the combination of Cohesity’s simple and secure, high-performance platform and AI-enabled data insights together with Veritas' global footprint and cloud-native capabilities,” said Patrick Moorhead, Founder, CEO, and Chief Analyst at Moor Insights and Strategy. “The combined company will benefit from scaled R&D efforts and industry-leading capabilities to help make customers more secure and offer them advanced capabilities in data management and insights.”

Together, the companies will target a total addressable market (TAM) of over $30 billion. This figure includes the data replication and protection software market, estimated to be $12.2 billion in 2024 by IDC¹. The expanded go-to-market breadth, geographic footprint, and R&D resources will allow the combined company to accelerate new customer adoption and help drive the deployment of innovative solutions within the fast-growing data security and management segment.

The combination will provide compelling benefits for customers, with increased resources to invest in technology innovation while simultaneously adding scale to support customers worldwide. On a pro forma basis for the fiscal year ending July 2023, the combined entity had revenues of over $1.6 billion, annual recurring revenue (ARR) of $1.3 billion, and a 27 percent adjusted cash EBITDA margin. Further, the combination will augment long-term growth with incremental product and geographic expansion opportunities, ensuring customers can access best-in-class tools and services to safeguard their data.

Transaction Details

The transaction has been unanimously approved by each of Cohesity's and Veritas' boards of directors and is expected to close by the end of 2024, subject to regulatory approval and other customary closing conditions. Cohesity will finance the transaction through a combination of equity and debt. The transaction values the combined company at approximately $7 billion. In connection with the transaction, Veritas expects to commence exchange offers or similar transactions in connection with its existing debt.

The combined company will receive support from current marquee investors, including Softbank Vision Fund, Sequoia Capital, Wing Venture Capital, Premji Invest, and others. Existing Veritas shareholders, including majority owner Carlyle, will become Cohesity shareholders upon the closing of the transaction. Patrick McCarter, Managing Director and Co-Head of Global Technology at Carlyle, will join the Cohesity Board of Directors after the close of the transaction. Haveli Investments will participate as a new significant investor as part of this transaction, and Premji Invest will increase its holdings in Cohesity. In addition, Madrona will become a new investor in the combined company. In conjunction with these investments, Brian Sheth, Founder and CIO of Haveli Investments, will join Cohesity’s Board of Directors upon the close of the transaction, and Sandesh Patnam, Managing Partner of Premji Invest, will join the Cohesity Board of Directors later this month. This robust backing ensures the financial and operating resources essential for propelling the company's growth, extending its global presence, and driving continued product innovation.

The remaining assets of Veritas' businesses will form a separate company, “DataCo.” "DataCo" will comprise Veritas' InfoScale, Data Compliance, and Backup Exec businesses, and will function autonomously, enhancing agility and adaptability. This newfound independence will enable these businesses to implement a sharply focused, customer-centric approach. Each entity will have dedicated research and development efforts, aiming to deliver specialized solutions tailored precisely to their respective markets. "DataCo" will be led by CEO Lawrence Wong, currently Senior Vice President of Strategy and Products at Veritas.

Advisors

J.P. Morgan Securities LLC served as Cohesity's exclusive M&A financial advisor, and JPMorgan Chase Bank, N.A. has provided committed financing for the transaction. PJT Partners served as debt capital markets advisor to Cohesity. Simpson Thacher and Bartlett LLP and Gunderson Dettmer LLP served as primary legal advisors to Cohesity. Guggenheim Securities, LLC and Morgan Stanley & Co. LLC served as Veritas' financial advisors. Alston & Bird LLP and Latham & Watkins LLP served as Veritas’ legal counsel for the transaction.

Cautionary Note Regarding Forward-Looking Statements

This press release may include statements that express Cohesity’s and Veritas’ opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. They include statements regarding Cohesity’s and Veritas’ intentions, beliefs, projections or current expectations, including statements regarding the expected timing of the closing of the transaction; the expected benefits of the transaction, including the expected financial performance of the combined company and DataCo and the benefits to customers of the combined company and DataCo; the ability of the parties to obtain any required regulatory approvals in connection with the transaction and to complete the transaction considering the various closing conditions; and expenses related to the transaction and any potential future costs. If a change occurs, Cohesity’s business, financial condition, liquidity and results of operations may vary materially from those expressed in forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because they are subject to a number of risks, uncertainties and other factors. Such risks and uncertainties include, among others: (i) the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement relating to the transaction or an inability to consummate the transaction on the terms described or at all; (ii) the failure to obtain certain required regulatory approvals to the completion of the transaction or the failure to satisfy any of the other conditions to the completion of the transaction; (iii) any difficulties in the financing of the transaction as a result of uncertainty or adverse developments in the debt or equity capital markets or otherwise; (iv) the effect of the announcement of the transaction on the ability of Cohesity and Veritas to retain and hire key personnel and maintain relationships with their key business partners and customers, and others with whom they do business, or on their operating results and businesses generally; (v) the response of competitors to the transaction; (vi) risks associated with the disruption of management’s attention from ongoing business operations due to the transaction; (vii) the ability to meet expectations regarding the timing and completion of the transaction; (viii) significant costs associated with the transaction; (ix) potential litigation relating to the transaction; and (x) restrictions during the pendency of the transaction that may impact the ability to pursue certain business opportunities. These factors are not necessarily all of the important factors that could cause Cohesity’s and Veritas’ actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors, many of which are beyond Cohesity’s and Veritas’ control, also could harm the results, performance or achievements.

New factors emerge from time to time, and it is not possible for Cohesity and Veritas to predict which factors will arise. In addition, Cohesity and Veritas cannot assess the impact of each factor on their business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

All forward-looking statements contained in this press release are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and Cohesity and Veritas disclaim any obligation to update publicly any of these statements to reflect actual results, new information, or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If Cohesity and/or Veritas updates one or more forward-looking statements, no inference should be drawn that Cohesity and/or Veritas will make additional updates with respect to those or other forward-looking statements.

About Cohesity and Veritas

Cohesity is a leader in AI-powered data security and management. Aided by an extensive ecosystem of partners, Cohesity makes it easier to protect, manage, and get value from data – across the data center, edge, and cloud. Cohesity helps organizations defend against cybersecurity threats with comprehensive data security and management capabilities, including immutable backup snapshots, AI-based threat detection, monitoring for malicious behavior, and rapid recovery at scale. Cohesity solutions are delivered as a service, self-managed, or provided by a Cohesity-powered partner. Cohesity is headquartered in San Jose, CA, and is trusted by the world’s largest enterprises, including six of the Fortune 10 and 42 of the Fortune 100.

Veritas is the leader in secure multi-cloud data management. Over 80,000 customers—including 91% of the Fortune 100—rely on Veritas to help ensure the protection, recoverability and compliance of their data. Veritas has a reputation for reliability at scale, which delivers the resilience its customers need against the disruptions threatened by cyberattacks, like ransomware. No other vendor is able to match Veritas' ability to execute, with support for 800+ data sources, 100+ operating systems and 1,400+ storage targets through a single, unified approach. Powered by Cloud Scale Technology, Veritas is delivering today on its strategy for Autonomous Data Management that reduces operational overhead while delivering greater value. Learn more at Veritas.com. Follow us on X at @VeritasTechLLC.

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¹ IDC Worldwide Data Replication and Protection Software Forecast, 2023–2027: Steady Demand,” doc #US51037523, July, 2023.

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“We are deeply committed to our mission to protect the world’s data. This deal will combine Cohesity's speed and innovation with Veritas’ global presence and installed base." -- Sanjay Poonen, president and CEO, @cohesity