Thursday, November 6, 2008

Brocade and Foundry Networks Amend Acquisition Agreement

Brocade and Foundry Networks have amended their original merger agreement, which was fist announced on July 21, 2008.
The amendment 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.http://www.foundrynet.comhttp://www.brocade.com

  • On July 21, 2008, Brocade announced a deal to acquire Foundry Networks for approximately $3 billion. Under the agreement, Brocade agreed pay a combination of $18.50 of cash plus 0.0907 shares of Brocade common stock in exchange for each share of Foundry common stock, representing a total value of $19.25 (based on Brocade's closing stock price on Friday, July 18, 2008 of $8.27). The acquisition will position Brocade as a leading provider of enterprise and service provider networking solutions. Brocade currently offers a range of Storage Area Networks (SANs) and File Area Networks (FANs) solutions. The company is based in San Jose, California.


  • Foundry, which was founded in 1996 and held its initial public offering in September 1999, supplies a range of 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. The company is based in Santa Clara, California.

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