Brocade and Foundry Networks Announce Signing of Amendment to Definitive Agreement for Acquisition of Foundry by Brocade
08 11월 2008 - 8:32AM
PR Newswire (US)
Foundry to reschedule special meeting of stockholders SAN JOSE and
SANTA CLARA, Calif., Nov. 7 /PRNewswire-FirstCall/ -- Brocade(R)
(NASDAQ:BRCD) and Foundry Networks(R), Inc. (NASDAQ:FDRY) today
announced that they have signed an amendment to the definitive
agreement, which provides for the acquisition of the outstanding
shares of Foundry Networks by Brocade. Under the revised terms,
Foundry stockholders would be entitled to receive $16.50 per share
in an all-cash transaction at the closing of the deal, as
previously announced by the companies on Oct. 29, 2008. In
addition, Foundry stockholders may receive the proceeds of the sale
of Foundry's portfolio of auction rate securities -- up to
approximately $50 million in the aggregate -- calculated on a fully
diluted basis based on the treasury stock method, if Foundry is
successful in liquidating its portfolio of these securities prior
to the close of the acquisition. It is anticipated that such
amount, if any, would be distributed shortly before the closing of
the acquisition through a dividend to Foundry stockholders. Brocade
expects to finance the acquisition from various financing sources,
including cash on hand at both companies and the net proceeds from
a $1.1 billion term loan facility which has already been deposited
into a restricted Brocade custody account pending the closing of
the acquisition of Foundry and other customary release conditions.
"We are excited about this transaction and believe that the
combination will provide a number of strategic and financial
benefits that we expect will be well-received by the customers of
both companies," said Mike Klayko, CEO of Brocade. "This will help
to solidify Brocade's position as a proven, high-performance
networking leader for today's most demanding, data-intensive
organizations." The two companies originally entered into an
agreement on July 21, 2008. The revised agreement has been approved
by the boards of directors of Brocade and Foundry, and the board of
directors of Foundry has unanimously recommended that Foundry
stockholders vote in favor of the revised transaction. Foundry
stockholders must also vote on the revised agreement in a special
meeting currently expected to be held in December 2008. Pending
Foundry stockholder approval, the companies expect to close the
transaction in late December 2008, subject to the satisfaction of
customary terms and conditions. Foundry Special Stockholder Meeting
Foundry also announced today that its special stockholder meeting
scheduled for Friday, November 7, 2008 at 4:00 p.m. Pacific Time
will be cancelled and rescheduled for a later date. The new date
for the special stockholder meeting has not been set by Foundry but
is currently expect to be set for December 2008. A notice of the
new date for the special meeting of stockholders and revised proxy
statement materials regarding the revised transaction will be sent
to Foundry stockholders in advance of the rescheduled special
stockholder meeting. In addition, Foundry has set a new record date
of November 7, 2008 for the special meeting of stockholders to vote
on the adoption of the revised merger agreement. Additional
information related to the revised merger agreement can be found in
the Form 8-K that Brocade expects to file shortly. Cautionary
Statement This press release contains statements that are
forward-looking in nature, including statements regarding the
anticipated benefits of the acquisition, the timing of future
stockholder communication and meetings, conditions remaining to be
completed for the expected close of the proposed transaction, the
ability of Foundry to sell its auction rate securities, and funding
for the acquisition. These statements are based on current
expectations on the date of this press release and involve a number
of risks and uncertainties. The risks include, but are not limited
to, the risk that the transaction under the amended terms and
conditions may not close; the possibility that expected synergies
and cost savings will not be obtained; the difficulty of
integrating the business, operations and employees of the two
companies; unanticipated developments in the market for enterprise
and service provider networking and data centers and related
products and services; and whether a market for auction rate
securities exists or will exist prior to the close of the
acquisition and at what price such securities could or will be
sold. 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 a
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. 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
routers 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 transaction, Foundry will be filing a
revised proxy statement with the SEC. Investors and security
holders are urged to read the revised proxy statement when it
becomes available because it will contain important information
about the proposed transaction. Investors and security holders may
obtain free copies of this (when available) 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) 333-8000 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 will
be included in the proxy statement 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. Brocade is a registered trademark and the Brocade
B-wing symbol, DCX, and DCF are trademarks of Brocade
Communications Systems, Inc., in the United States and/or in other
countries. All other brands, products, or service names are or may
be trademarks or service marks of, and are used to identify,
products or services of their respective owners. Contacts: Brocade
Brocade Investors Relations Public Relations Alex Lenke John Noh
Tel: 408-333-6758 Tel: 408-333-5108 Foundry Networks Foundry
Networks Chief Financial Officer Treasurer Dan Fairfax Michael
Iburg 408.207.1700 408.207.1305 FD Investor Relations Jason Golz
415.293.4411 DATASOURCE: Brocade; Foundry Networks CONTACT: John
Noh, Public Relations, +1-408-333-5108, , or Investors Relations,
Alex Lenke, +1-408-333-6758, , both of Brocade; or Dan Fairfax,
Chief Financial Officer, +1-408-207-1700, , or Michael Iburg,
Treasurer, +1-408-207-1305, , both of Foundry Networks; or Jason
Golz, Investor Relations of FD, +1-415-293-4411, Web site:
http://www.brocade.com/
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