02.06.2008 11:00:00
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Blue Coat Acquires Majority Control of Packeteer
Blue Coat Systems, Inc. (Nasdaq:BCSI), the leader in WAN Application
Delivery and Secure Web Gateway, today announced that the stockholders
of Packeteer, Inc. (Nasdaq:PKTR) have tendered, including by guaranteed
delivery, 29,694,108 outstanding shares of Packeteer. When combined with
the shares of Packeteer already owned by Blue Coat, this represents
approximately 89.6% of the issued and outstanding stock of Packeteer and
provides Blue Coat with majority control of Packeteer.
The initial offering period of the tender offer for Packeteer shares
expired at 5:00 p.m. New York City time on Friday, May 30, 2008. All
shares that were validly tendered and not withdrawn have been accepted
for purchase.
Blue Coat will provide a subsequent offering period which will commence
on June 2, 2008 and will expire at 5:00 p.m., New York City time, on
Thursday, June 5, 2008, unless further extended. During this subsequent
offering period, Packeteer stockholders who did not previously tender
their shares into the offer may do so and will promptly receive the same
$7.10 per share cash consideration paid during the initial offering
period. Procedures for tendering shares during the subsequent offering
period are the same as during the tender offer except that no shares
tendered may be withdrawn during the subsequent offering period.
Pursuant to the Agreement and Plan of Merger among Packeteer, Blue Coat
and Blue Coat’s wholly owned subsidiary,
Cooper Acquisition, Inc., following the expiration of the subsequent
offering period, Cooper will be merged with and into Packeteer and all
shares of Packeteer not owned by Blue Coat will be converted into the
right to receive $7.10 per share in cash, without interest and less any
required withholding. As a result of the purchase of shares in the
offer, Blue Coat, through its subsidiary Cooper, has sufficient voting
power to approve the merger without the affirmative vote of any other
Packeteer stockholder.
About Blue Coat Systems
Blue Coat secures Web communications and accelerates business
applications across the distributed enterprise. Blue Coat’s
family of appliances and client-based solutions –
deployed in branch offices, Internet gateways, end points, and data
centers – provide intelligent points of
policy-based control enabling IT organizations to optimize security and
accelerate performance between users and applications. Blue Coat has
installed more than 40,000 appliances worldwide. Blue Coat is
headquartered in Sunnyvale, California, and can be reached at (408)
220-2200 or www.bluecoat.com.
Important Information THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER
TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE
SOLICITATION AND THE OFFER TO BUY SHARES OF PACKETEER’S
COMMON STOCK WILL ONLY BE MADE PURSUANT TO THE OFFER TO PURCHASE AND
RELATED MATERIALS THAT BLUE COAT SYSTEMS, INC. AND COOPER ACQUISITION,
INC. FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 2008,
AS AMENDED FROM TIME TO TIME. PACKETEER STOCKHOLDERS SHOULD READ
THESE DOCUMENTS CAREFULLY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO
THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE
TERMS AND CONDITIONS OF THE OFFER. PACKETEER STOCKHOLDERS MAY OBTAIN THE
OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE OFFER
FREE OF CHARGE AT THE SEC'S WEBSITE AT WWW.SEC.GOV,
FROM THE INFORMATION AGENT NAMED IN THE TENDER OFFER MATERIALS OR FROM
BLUE COAT SYSTEMS, INC.
FORWARD LOOKING STATEMENTS:
This document contains certain forward-looking statements about Blue
Coat Systems, Inc. and Packeteer, Inc. and the proposed combination of
the two companies. All statements other than statements of historical
fact are statements that could be deemed forward-looking statements,
including the expected benefits and costs of the transaction; management
plans relating to the transaction; the anticipated timing of filings and
approvals relating to the acquisition; the expected timing of the
completion of the transaction; the ability to complete the transaction
considering the various closing conditions, including those conditions
related to antitrust regulations; any projections of earnings, revenues,
synergies, accretion, margins or other financial items; any statements
of the plans, strategies and objectives of management for future
operations, including the execution of integration plans; any statements
of expectation or belief; and any statements of assumptions underlying
any of the foregoing. Risks, uncertainties and assumptions include the
possibility that expected benefits may not materialize as expected;
risks related to the timing or ultimate completion of the transaction;
that, prior to the completion of the transaction, the party’s
respective businesses may not perform as expected due to uncertainty;
that the parties are unable to successfully implement integration
strategies; and other risks that are described from time to time in the
Securities and Exchange Commission reports filed by Blue Coat, including
but not limited to the risks described in Blue Coat’s
Annual Report on Form 10-K for the year ended April 30, 2007, and
Quarterly Report on Form 10-Q for the quarter ended January 31, 2008.
Accordingly, no assurances can be given that any of the events
anticipated by the forward-looking statements will transpire or occur,
or if any of them do so, what impact they will have on the results of
operations or financial condition of Blue Coat or Packeteer. Blue Coat
assumes no obligation and does not intend to update these
forward-looking statements except as required by applicable law.
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