EMC to acquire RSA Security for $2.1bn

HOPKINTON


JUNE 30, 2006

EMC Corporation,
the leader in information management and storage, and RSA Security Inc., the
leader in protecting and managing identities and digital assets, today announced
a definitive agreement for EMC to acquire RSA. Under the terms of the agreement,
EMC will pay $28.00 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, EMC's
Chairman, President and CEO, 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% 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, RSA
CEO and President, 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, transparently
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 $.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 $.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 an Executive Vice
President of EMC and President of the division.