Carbonite Responds to Unsolicited Offer of Acquisition by j2 Global

Carbonite, Inc. sent the following letter in response to the letter j2 Global, Inc., filed with the SEC earlier.

The board also announced that it has retained Sidley Austin LLP to serve as legal advisor to the company.

The full text of the company’s letter from Mohamad Ali, president and CEO, Carbonite, to Richard S. Ressleris, chairman of the board, j2 Global, as follows:

Dear Mr. Ressler:

Your letter dated December 10 has been shared with the entire board. I am responding on its behalf.

Although I have been at the company for only a few days, I am impressed by the seriousness with which the board is taking its responsibilities in considering your acquisition proposal and its desire to reach a conclusion that is in the best interests of all of its shareholders. Those two factors lead the Board to consider the proposal in both a thoughtful and thorough manner, but also with reasonable dispatch. Toward that end, we have retained experienced counsel from Sidley Austin LLP and have just yesterday had the first of what will undoubtedly be a number of extensive board meetings.

One element of that approach is for the board to hear from me about my views of our strategy, business plan and projections. They are interested in my views because they share the perspective about my experience and expertise that you so kindly noted in your letter. I expect to be in a position to report my views to the board in the next couple of weeks, and we have already scheduled a Board meeting for that purpose before Christmas.

The output of that meeting will then be provided to a financial advisor that we are in the process of retaining. In turn, this financial advisor will provide our board with its perspective on intrinsic value. Taking into account that report and all other relevant considerations, our board will then be in a position to reach a conclusion as to whether or not it wishes to explore a transaction with j2.

We realize that perhaps sincerely, and perhaps tactically, this is not the timetable you desire to follow. Nevertheless, the timetable our board will follow will be dictated by the time it takes to fully consider this most critical question in keeping with its fiduciary duties. You can expect to hear from us in the first half of January.

In the meantime, we wish you and your family and your colleagues at j2 a happy holiday season.

All best,

Mohamad Ali

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