Brocade and Foundry Networks Reach Agreement in Principle to Reduce Acquisition Purchase Price
30 10월 2008 - 9:43AM
PR Newswire (US)
Foundry Announces Further Adjournment of Special Stockholder
Meeting SAN JOSE, Calif. and SANTA CLARA, Calif., Oct. 29
/PRNewswire-FirstCall/ -- Brocade(R) (NASDAQ:BRCD) and Foundry
Networks(TM), Inc. (NASDAQ:FDRY) announced today that they have
reached an agreement in principle to amend the Agreement and Plan
of Merger previously announced on July 21, 2008 between the two
companies relating to Brocade's proposed acquisition of Foundry.
Under the agreement in principle, Foundry's shareholders would be
entitled to receive $16.50 of cash for each share of Foundry common
stock. The revised transaction would have an aggregate purchase
price of approximately $2.6 billion. In addition, to permit Foundry
and Brocade the opportunity to finalize the documentation, Foundry
today announced today that its special meeting of shareholders is
further adjourned until Friday, November 7, 2008 at 4:00 p.m. PST.
Cautionary Statement This press release contains statements that
are forward-looking in nature; including statements regarding
conditions remaining to the expected close of the proposed
transaction and the financing of the transaction by Brocade and our
ability to reach a mutually agreeable amendment to the Agreement
and Plan of Merger to reflect the terms agreed to in principle.
These statements are based on current expectations on the date of
this press release and involved a number of risks and
uncertainties, which may cause actual results to differ
significantly from such estimates. The risks include, but are not
limited to whether a definitive agreement can be negotiated and
whether a transaction will be consummated. Certain of these and
other risks are set forth in more detail under "Item 1A. Risk
Factors" in Brocade's Quarterly Report for the quarter ended July
26, 2008 and Foundry's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2008. Neither Brocade nor Foundry assume any
obligation to update or revise any such forward-looking statements,
whether as the result of new developments or otherwise. About
Brocade Brocade is the leading provider of data center networking
solutions that help organizations connect, share, and manage their
information in the most efficient manner. Organizations that use
Brocade products and services are better able to optimize their IT
infrastructures and ensure compliant data management. For more
information, visit the Brocade Web site at http://www.brocade.com/
or contact the company at . About Foundry Networks Foundry
Networks, Inc. (NASDAQ:FDRY) is a leading provider of high-
performance enterprise and service provider switching, routing,
security and Web traffic management solutions, including Layer 2/3
LAN switches, Layer 3 Backbone switches, Layer 4-7 application
switches, wireless LAN and access points, metro and core routers.
Foundry's customers include the world's premier ISPs, metro service
providers, and enterprises, including e-commerce sites,
universities, entertainment, health and wellness, government,
financial and manufacturing companies. For more information about
the company and its products, call 1.888.TURBOLAN or visit
http://www.foundrynet.com/. Additional Information In connection
with the proposed acquisition of Foundry Networks, Inc., on August
26, 2008, Brocade Communications Systems, Inc. filed a Registration
Statement on Form S-4 (File No. 333-153205), as amended, that
includes a proxy statement/prospectus for Foundry stockholders in
connection with the transaction. The proxy statement/prospectus was
disseminated to Foundry stockholders on or about September 25,
2008. Investors and securityholders are urged to read the proxy
statement/prospectus because it contains important information
about the proposed transaction. Investors and security holders may
obtain free copies of these documents and other documents filed
with the SEC at the SEC's web site at http://www.sec.gov/ and by
contacting Brocade Investor Relations at (408) 333-6758 or Foundry
Investor Relations at (408) 207-1399. Investors and security
holders may obtain free copies of the documents filed with the SEC
on Brocade's website at http://www.brcd.com/ or Foundry's website
at http://www.foundrynet.com/company/ir or the SEC's website at
http://www.sec.gov/. Foundry and its directors and executive
officers may be deemed participants in the solicitation of proxies
from the stockholders of Foundry in connection with the proposed
transaction. Information regarding the interests of these directors
and executive officers in the proposed transaction is included in
the proxy statement/prospectus described above. Additional
information regarding the directors and executive officers of
Foundry is also included in Foundry's proxy statement for its 2008
Annual Meeting of Stockholders, which was filed with the SEC on
April 18, 2008. DATASOURCE: Foundry Networks, Inc.; Brocade
CONTACT: John Noh, Public Relations, +1-408-333-5108, , or Alex
Lenke, Investors Relations, +1-408-333-6758, , both of Brocade; or
Dan Fairfax, Chief Financial Officer, +1-408-207-1700, , Michael
Iburg, Treasurer, +1-408-207-1305, , both of Foundry Networks; or
Jason Golz, Investor Relations of FD, +1-415-293-4425, , for
Foundry Networks Web site: http://www.foundrynetworks.com/
http://www.brocade.com/
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