Riverbed Technology (NASDAQ: RVBD), the performance company, and OPNET
Technologies, Inc. (NASDAQ: OPNT), the leading provider of solutions for
application and network performance management, today announced that
Riverbed® has entered into a definitive agreement to acquire OPNET for
$43 per share in cash and stock, representing an equity value of $1
billion and an enterprise value of $921 million. The acquisition will
enable Riverbed to extend its network performance management (NPM)
business into the multi-billion dollar application performance
management (APM) market. The combination of Cascade® and OPNET will
create a new force in the converged market for NPM and APM, with over
$250 million in annualized revenue.
Networks and applications are required to work together to deliver the
performance business users demand. The addition of OPNET’s broad-based
family of APM products enhances Riverbed’s already strong position in
the NPM market. The resulting combination is a product line with
unparalleled visibility and insight into application and network
performance. This acquisition enables Riverbed to provide customers with
a unique integrated solution that not only monitors network and
application performance, but also accelerates it.
OPNET has been recognized as a leader in the APM market: http://www.opnet.com/gartner-magic-quadrant-apm/.
“The addition of OPNET establishes Riverbed as the clear leader in the
high-growth and converging application and network performance
management markets,” said Jerry Kennelly, Chairman and CEO at Riverbed.
“This acquisition also transforms Riverbed into a billion dollar revenue
company.”
“Riverbed and OPNET have natural synergies,” said Marc Cohen, OPNET's
Chairman and CEO. “Riverbed's leadership in accelerating business
technology combined with OPNET's industry-leading suite of APM products
provides customers with a single solution for monitoring,
troubleshooting and actually fixing the application and network
performance problems challenging them today.”
OPNET will be combined with Riverbed's Cascade business unit. The
transaction is expected to be accretive to Riverbed's 2013 earnings per
share on a non-GAAP basis. Leveraging the Riverbed brand, channels and
infrastructure, Riverbed expects meaningful revenue and operating
synergies in 2014.
Exchange Offer Details
Under the terms of the agreement between Riverbed and OPNET, Riverbed
will acquire all of the outstanding shares of OPNET common stock
pursuant to an exchange offer, followed by a second step merger. In the
exchange offer and the merger, OPNET stockholders will receive for each
OPNET share they own: (i) $36.55 in cash; and (ii) 0.2774 of a share of
Riverbed common stock. The cash portion of the offer consideration will
be financed through Riverbed’s existing cash on hand and new debt. The
exchange offer is subject to customary closing conditions, including the
tender into the exchange offer by OPNET stockholders of shares
representing at least a majority of the outstanding shares of OPNET
common stock on a fully diluted basis, receipt of financing and the
expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act, as amended, and is
expected to close before December 31, 2012.
Goldman, Sachs & Co. is serving as financial advisor to Riverbed; Weil,
Gotshal & Manges LLP and Wilson Sonsini Goodrich & Rosati are serving as
legal advisors to Riverbed. Lazard is serving as financial advisor to
OPNET and Cooley LLP is serving as legal counsel to OPNET. Riverbed has
received financing commitments from Morgan Stanley and Goldman, Sachs &
Co.
Conference Call
Riverbed will host a conference call and webcast today, October 29,
2012, at 7:00 a.m. Pacific Time (10:00 a.m. Eastern Time) to discuss its
proposed acquisition of OPNET. To participate via telephone, in the U.S.
the toll free dial-in number is (877) 474-7568; outside the U.S. dial +1
(706) 634-6541. Please call 10 minutes prior to the scheduled conference
time. A live webcast and supporting slides can be accessed at www.riverbed.com/investors.
The webcast replay of the conference call will be archived on the
Riverbed Investor Relations website.
About OPNET
Founded in 1986, OPNET Technologies, Inc. (NASDAQ:OPNT) is the leading
provider of solutions for application and network performance
management. For more information about OPNET and its products, please
visit www.opnet.com.
About Riverbed
Riverbed delivers performance for the globally connected enterprise.
With Riverbed, enterprises can successfully and intelligently implement
strategic initiatives such as virtualization, consolidation, cloud
computing, and disaster recovery without fear of compromising
performance. By giving enterprises the platform they need to understand,
optimize and consolidate their IT, Riverbed helps enterprises to build a
fast, fluid and dynamic IT architecture that aligns with the business
needs of the organization. Additional information about Riverbed
(NASDAQ: RVBD) is available at www.riverbed.com.
Forward Looking Statements
This document contains forward-looking statements within the meaning of
the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements include, but
are not limited to: (i) statements about the benefits of the exchange
offer and the merger; (ii) future financial and operating results
following the exchange offer and the merger; (iii) the combined
company’s plans, objectives, expectations and intentions with respect to
future operations, products and services; (iv) the competitive position
and opportunities of the combined company; (v) the impact of the
exchange offer and the merger on the market for the combined company’s
products; and (vi) the timing of the completion of the exchange offer
and the merger. In addition, words such as “anticipate,” “believes,”
“budget,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,”
“plan,” “potential,” “predicts,” “project,” “should,” “will” and similar
expressions are intended to identify such forward-looking statements.
Such forward-looking statements are based upon the current beliefs and
expectations of Riverbed’s management and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally
beyond the control of Riverbed. The risks and uncertainties that could
cause our results to differ materially from those expressed or implied
by such forward-looking statements include, but are not limited to: (a)
risks related to the integration of OPNET into Riverbed and the
anticipated future benefits resulting from the acquisition of OPNET; (b)
Riverbed’s or the combined company’s ability to react to trends and
challenges in our business and the markets in which we operate; (c)
Riverbed’s or the combined company’s ability to anticipate market needs
or develop new or enhanced products to meet those needs; (d) the
adoption rate of Riverbed’s or the combined company’s products; (e)
Riverbed’s or the combined company’s ability to establish and maintain
successful relationships with our distribution partners; (f) our ability
to compete in our industry; (g) fluctuations in demand, sales cycles and
prices for Riverbed’s or the combined company’s products and services;
(h) shortages or price fluctuations in Riverbed’s or the combined
company’s supply chain; (i) Riverbed’s or the combined company’s ability
to protect intellectual property rights; (j) general political, economic
and market conditions and events; (k) difficulties encountered in
integrating Riverbed’s and OPNET’s businesses and technologies; (l) the
expense and impact of legal proceedings; and (m) other risks and
uncertainties described more fully in Riverbed’s and OPNET’s documents
filed with or furnished to the Securities and Exchange Commission. All
forward-looking statements in this document are based on information
available as of the date hereof, and Riverbed assumes no obligation to
update these forward-looking statements. Riverbed reserves the right to
modify future business or product plans at any time.
Additional Information and Where to Find It
The exchange offer for the outstanding shares of OPNET referenced in
this document has not yet commenced. This announcement is for
informational purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares of OPNET, nor is it a substitute
for the registration statement and exchange offer materials that
Riverbed and its acquisition subsidiary will file with the U.S.
Securities and Exchange Commission (the “SEC”) upon commencement of the
exchange offer. At the time the offer is commenced, Riverbed and its
acquisition subsidiary will file exchange offer materials on Schedule TO
and a registration statement on Form S-4 with the SEC, and OPNET will
file a Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the exchange offer. The exchange offer materials
(including a Prospectus/Offer to Exchange, a related Letter of
Transmittal and certain other offer documents) and the
Solicitation/Recommendation Statement will contain important
information. Holders of shares of OPNET are urged to read these
documents when they become available because they will contain important
information that holders of OPNET securities should consider before
making any decision regarding tendering their securities. The
Prospectus/Offer to Exchange, the related Letter of Transmittal and
certain other offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to all
holders of shares of OPNET at no expense to them. The exchange offer
materials and the Solicitation/Recommendation Statement will be made
available for free at the SEC’s web site at www.sec.gov.
Free copies of these documents will be made available by Riverbed by
mail to Riverbed, 199 Fremont Street, San Francisco, CA 94105,
Attention: Investor Relations.
In addition to the Prospectus/Offer to Exchange, the related Letter of
Transmittal and certain other offer documents, as well as the
Solicitation/Recommendation Statement, Riverbed and OPNET file annual,
quarterly and special reports and other information with the SEC. You
may read and copy any reports or other information filed by Riverbed or
OPNET at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for
further information on the public reference room. Riverbed’s and OPNET’s
filings with the SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the SEC at www.sec.gov.
Riverbed and any Riverbed product or service name or logo used herein
are trademarks of Riverbed Technology, Inc. All other trademarks used
herein belong to their respective owners.
