Blue Coat Completes Packeteer Offer

Blue Coat successfully completes tender offer for shares of Packeteer

June 7, 2008

1 Min Read
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SUNNYVALE, Calif. -- Blue Coat Systems, Inc. (Nasdaq: BCSI), the leader in WAN Application Delivery and Secure Web Gateway, today announced the successful completion of the tender offer by its wholly-owned subsidiary Cooper Acquisition, Inc. for shares of common stock of Packeteer, Inc. (Nasdaq: PKTR).

The subsequent offering period expired at 5:00 p.m., New York City time, on June 5, 2008. The depositary for the offer has advised Blue Coat and Cooper that stockholders of Packeteer have now tendered, exclusive of guaranteed delivery, a total of approximately 29,223,262 Packeteer shares, which together with 3,559,117 shares already owned by Blue Coat, represents approximately 88.2% of the outstanding common shares of Packeteer. All shares validly tendered in the offer have been accepted. Blue Coat further announced that Cooper intends to exercise its option, under the terms of the previously announced merger agreement, to purchase directly from Packeteer a number of additional shares sufficient to give Cooper ownership of at least 90% of Packeteer's outstanding common stock, when combined with the shares purchased and previously held. Exercise of the top-up option will permit a short-form merger of Cooper with and into Packeteer under Delaware law.

The short form merger is intended to be effected promptly upon the exercise of the top-up option. As a result of the merger, all remaining outstanding Packeteer shares will be cancelled and converted into the right to receive the same $7.10 per share price, without interest and less any required withholding taxes, as paid in the tender offer (other than those shares as to which holders properly exercise appraisal rights). After the completion of the merger, Packeteer will become a wholly-owned subsidiary of Blue Coat.

Blue Coat Systems Inc.

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