Foundry Networks Stockholders Approve Merger With Brocade
17 Dezember 2008 - 8:32PM
PR Newswire (US)
SAN JOSE and SANTA CLARA, Calif., Dec. 17 /PRNewswire-FirstCall/ --
Foundry Networks (NASDAQ:FDRY) announced that its stockholders
approved the company's merger with Brocade(R) (NASDAQ:BRCD) at a
special meeting of stockholders held today. Based on results
announced at today's special meeting of stockholders, a majority of
those holding shares outstanding on November 7, 2008, the record
date for the special meeting, voted in favor of the transaction.
"We are extremely pleased with the outcome of today's vote," said
Bobby Johnson, President and CEO of Foundry. "On behalf of
Foundry's Board of Directors and management team, I want to thank
our stockholders, customers and dedicated employees for their
support throughout this process. We look forward to completing the
merger and we anticipate a smooth integration of the two
companies." In accordance with the terms of the merger agreement,
at the closing, each outstanding share of common stock of Foundry
will be exchanged for $16.50 in cash. In addition, as previously
announced by Foundry on December 16, 2008, Foundry completed the
sale of its portfolio of auction rate securities. Based on
estimated net proceeds of $38.8 million from the sale, Foundry
anticipates that the previously announced conditional special cash
dividend payable to Foundry stockholders of record immediately
prior to the completion of the merger between Foundry and a wholly
owned subsidiary of Brocade Communications Systems, Inc. will be
approximately $0.249 per share of Foundry common stock. The final
dividend amount will be calculated based on Foundry's fully diluted
share count using the treasury stock method as of the time of the
completion of the merger. Brocade also announced today that it
believes that 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,
combined with the cash on hand at the two companies, along with a
small draw under its revolver credit line, are sufficient to
finance the transaction without the need for any supplemental
financing. Brocade announced that it expects to close the
acquisition on Thursday, December 18, 2008, subject to the
satisfaction of customary terms and conditions. Cautionary
Statement This press release contains statements that are
forward-looking in nature, including statements regarding the
expected closing and funding of the acquisition. The risks include,
but are not limited to the funds believed to be available may not
be readily available as anticipated; and the difficulty of
integrating the business, operations and employees of the two
companies. Neither Brocade nor Foundry assumes 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/. 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.
DATASOURCE: 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, , 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/ http://www.foundrynet.com/
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