- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
November 10 2008 - 3:30PM
Edgar (US Regulatory)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission
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Only (as Permitted by
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Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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Foundry Networks, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act
Rule 011(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Notes:
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On November 7, 2008, Foundry Networks, Inc. and Brocade Communications Systems, Inc. issued
the following joint press release announcing the execution of an Amendment No. 1 to the Agreement
and Plan of Merger, dated as of November 7, 2008 and the cancellation of Foundrys special meeting
of stockholders scheduled to be held on that date:
Brocade and Foundry Networks Announce Signing of
Amendment to Definitive Agreement for Acquisition of
Foundry by Brocade
Friday November 7, 6:32 pm ET
Foundry to reschedule special meeting of stockholders
SAN JOSE and SANTA CLARA, Calif., Nov. 7 /PRNewswire-FirstCall/ Brocade® (Nasdaq:
BRCD
-
News
) and Foundry Networks®, Inc. (Nasdaq:
FDRY
News
) today announced
that they have signed an amendment to the definitive agreement, which 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 Foundrys 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.
We are excited about this transaction and believe that the combination will provide a number of
strategic and financial benefits that we expect will be well-received by the customers of both
companies, said Mike Klayko, CEO of Brocade. This will help to solidify Brocades position as a
proven, high-performance networking leader for todays most demanding, data-intensive
organizations.
The two companies originally entered into an agreement on July 21, 2008. The revised agreement has
been approved by the boards of directors of Brocade and Foundry, and the board of directors of
Foundry has unanimously recommended that Foundry stockholders vote in favor of the revised
transaction. Foundry stockholders must also vote on the revised agreement in a special meeting
currently expected to be held in December 2008. Pending Foundry stockholder approval, the companies
expect to close the transaction in late December 2008, subject to the satisfaction of customary
terms and conditions.
Foundry Special Stockholder Meeting
Foundry also announced today that its special stockholder meeting scheduled for Friday, November 7,
2008 at 4:00 p.m. Pacific Time will be cancelled and rescheduled for a later date. The new date for
the special stockholder meeting has not been set by Foundry but is currently expect to be set for
December 2008. A notice of the new date for the special meeting of stockholders and revised proxy
statement materials regarding the revised transaction will be sent to Foundry stockholders in
advance of the rescheduled special stockholder meeting. In addition, Foundry has set a new record
date of
November 7, 2008 for the special meeting of stockholders to vote on the adoption of the revised
merger agreement.
Additional information related to the revised merger agreement can be found in the Form 8-K that
Brocade expects to file shortly.
Cautionary Statement
This press release contains statements that are forward-looking in nature, including statements
regarding the anticipated benefits of the acquisition, the timing of future stockholder
communication and meetings, conditions remaining to be completed for the expected close of the
proposed transaction, the ability of Foundry to sell its auction rate securities, and funding for
the acquisition. 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; the possibility
that expected synergies and cost savings will not be obtained; the difficulty of integrating the
business, operations and employees of the two companies; unanticipated developments in the market
for enterprise and service provider networking and data centers and related products and services;
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. Neither Brocade nor Foundry
assume 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
info@brocade.com
.
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. Foundrys customers include the worlds 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
.
Additional Information
In connection with the proposed transaction, Foundry will be filing a revised proxy statement with
the SEC. Investors and security holders are urged to read the revised proxy statement when it
becomes available because it will contain important information about the proposed transaction.
Investors and security holders may obtain free copies of this (when available) and other documents
filed with the SEC at the SECs web site at
http://www.sec.gov
and by contacting Brocade
Investor Relations at (408) 333-8000 or Foundry Investor Relations at (408) 207-1399. Investors and
security holders may obtain free copies of the documents filed with the SEC on Brocades website at
http://www.brcd.com
or Foundrys website at
http://www.foundrynet.com/company/ir/
or the SECs website at
http://www.sec.gov
.
Foundry and its directors and executive officers may be deemed participants in the solicitation of
proxies from the stockholders of Foundry in connection with the proposed transaction. Information
regarding the interests of these directors and executive officers in the proposed transaction will
be included in the proxy statement described above. Additional information regarding the directors
and
executive officers of Foundry is also included in Foundrys proxy statement for its 2008 Annual
Meeting of Stockholders, which was filed with the SEC on April 18, 2008.
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.
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Contacts:
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Brocade
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Brocade
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Investors Relations
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Public Relations
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Alex Lenke
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John Noh
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Tel: 408-333-6758
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Tel: 408-333-5108
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alenke@brocade.com
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jnoh@brocade.com
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Foundry Networks
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Foundry Networks
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Chief Financial Officer
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Treasurer
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Dan Fairfax
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Michael Iburg
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408.207.1700
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408.207.1305
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dfairfax@foundrynet.com
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miburg@foundrynet.com
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FD
Investor Relations
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Jason Golz
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415.293.4411
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jason.golz@fd.com
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