Overland Storage and Sphere 3D Finally Complete Merger

Sphere 3D Corporation, provider of virtualization technology solutions, and Overland Storage, Inc. announced the completion of their previously-announced merger.

The transaction was previously approved by the boards of directors of both companies, and over 99% of Overland’s shares voted at the special meeting of Overland’s shareholders held on Nov. 28 were voted in favor of approving the merger.

The integration of the Overland Storage, Tandberg Data, V3 Systems, and Sphere 3D brands positions the company to deliver a portfolio of virtualization and cloud solutions. Through offerings designed for active data and data at rest, the company is able to address the growing cloud, virtualization and storage markets in the software-defined IT arena.

As per the terms of the merger, Overland has become a wholly-owned subsidiary of Sphere 3D, and Overland’s common stock will no longer trade on the NASDAQ Capital Market. Each issued and outstanding share of Overland common stock immediately prior to the merger has been converted into the right to receive 0.46385 of a Sphere 3D common share. The common share of the combined company, named Sphere 3D Corporation, will continue to trade on the NASDAQ Global Market under the symbol ANY as well as on the TSX-V under the symbol ANY. Sphere 3D, however intends to delist its common shares from the TSX-V and continue to be listed on the NASDAQ Global Market.

“In addition to creating a world-class technology company, this combination underscores our vision to deliver a full range of the most innovative end-to-end solutions designed as purpose-built building blocks for the software-defined IT era,” said Eric Kelly, chairman and CEO, Sphere 3D. “Our mission is to securely deliver applications, desktops and data any place and on any device while meeting the most stringent of IT requirements. Adding the Overland and Tandberg storage portfolio to Sphere 3D’s next-generation virtualization and cloud solutions enables us to accelerate the pace of our innovation and to create a compelling strategic advantage and a firm foundation for our future growth.”

“This merger transaction marks a significant milestone for Sphere 3D and the culmination of many months of hard work by both organizations. We look forward to coupling the expertise, experience and capabilities of our teams, and working together to accelerate innovation and market adoption of our disruptive approach to virtualization, converged infrastructure and data management solutions,” said Peter Tassiopoulos, vice chairman and president, Sphere 3D. “Moving forward, Overland’s existing scale, infrastructure and resources position us to further expand the footprint and awareness of Sphere 3D’s virtualization platform, providing key partnerships and market opportunities to create long-term value for our shareholders.”

After closing the transaction, Sphere 3D reorganized its senior management suite and expanded its board of directors, to position itself for future growth. Kelly, chairman of Sphere 3D, remains chairman and has also been appointed CEO of Sphere 3D. Tassiopoulos, the former CEO of Sphere 3D, has been appointed vice chairman and president of Sphere 3D. Kurt Kalbfleisch, the former CFO of Overland, has been appointed as the CFO of Sphere 3D. Vivekanand Mahadevan and Daniel Bordessa, former directors of Overland, have joined Sphere 3D’s board of directors, which also includes existing board members Peter Ashkin, Mario Biasini, Glenn M. Bowman, Eric Kelly and Peter Tassiopoulos.
 
Daniel (Dan) Bordessa has been appointed a director of Sphere 3D. He is currently a partner of Cyrus Capital Partners, L.P. and Cyrus Capital Partners Europe, L.P. Prior to joining Cyrus Capital, he was an executive director at Lazard where he was responsible for providing restructuring and mergers and acquisitions advice. While at Lazard, he advised on many of Europe’s largest restructurings and was a frequent speaker at industry conferences and other events. he has also worked at National Bank Financial, the investment banking arm of the National Bank of Canada. He has an MBA from the Schulich School of Business at York University in Toronto and holds an Honors Bachelor of Commerce degree.
 
Vivekanand (Vic) Mahadevan has been appointed a director of Sphere 3D. He has over 25 years of senior level strategic planning and marketing experience. He was the CSO at NetApp from 2010 until October 2012 and prior to that time served as VP marketing for LSI Corporation. Prior to that, he was CEO for Deeya Energy and has also held senior management positions with leading storage and systems management companies including BMC Software, Compaq, Ivita, and Maxxan Systems. HeVic holds an MBA in Marketing and MS in Engineering from the University of Iowa as well a degree in Mechanical Engineering from the Indian Institute of Technology.

“I would like to thank our former directors, chairman Scott McClendon, Robert A. Degan, Joseph A. De Perio, and Nils Hoff, for their leadership and service to Overland Storage,” said Kelly.