SANTA CLARA, Calif., Dec. 8 /PRNewswire-FirstCall/ -- Foundry
Networks(TM), Inc. (Nasdaq: FDRY), announced today that it expects to pay its
previously announced conditional special dividend to holders of record of
shares of Foundry common stock immediately prior to the completion of the
merger between Foundry and a wholly owned subsidiary of Brocade Communications
Systems, Inc.
As previously announced, Foundry stockholders will be entitled to receive
the net 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 completion of the
merger. If the net proceeds from the liquidation process are less than $50
million in the aggregate, the amount of the special dividend will be reduced
accordingly. Foundry has engaged Houlihan Lokey Howard & Zukin Capital, Inc.
to assist it in connection with the sale of these securities.
Foundry will convene a special meeting of its stockholders on December 17,
2008 to consider the proposed merger with Brocade. The parties anticipate
that the merger will, subject to satisfaction of closing conditions, be
completed in the period between the special meeting and the end of the
calendar year.
The special dividend is scheduled to be paid on the date on which the
merger is completed. If the pending merger is not completed, Foundry will not
pay the special dividend.
Cautionary Statement
This press release contains statements that are forward-looking in nature,
including statements regarding the expected schedule for the completion of the
proposed merger and the ability of Foundry to sell its auction rate
securities. 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 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. Foundry does not assume
any obligation to update or revise any such forward-looking statements,
whether as the result of new developments or otherwise.
About Foundry Networks
Foundry Networks, Inc.
