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| Barracuda Networks to Submit Public Tender to Acquire phion | |
| Posted: Fri Jul 24, 2009 11:39:00 AM | |
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Barracuda Networks Inc., a stock corporation organized under the laws of the State of Delaware having its principal place of management at 3175 Winchester Blvd, Campbell, California 95008, United States of America ("Barracuda Networks"), herewith announces its intention to submit a voluntary public tender offer with the intention to achieve control (freiwilliges Angebot zur Kontrollerlangung pursuant to § 25a of the Austria Takeover Act) with regard to all issued shares of phion AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Republic of Austria having its corporate seat in Innsbruck and the registered address at A?6020 Innsbruck, Eduard-Bodem-Gasse 1, registered in the companies register of the Regional Court of Innsbruck under FN 184392s ("phion" or the "Target"). The offer price per share in phion will be EUR 12. Under a conditional share purchase and transfer agreement made by and between Mr. Wieland Alge, Mr. Klaus Maximilian Gheri and Mr. Peter Marte (the "Sellers") as sellers on the one hand and Barracuda Networks as purchaser on the other hand on 14 July 2009 (the "SPA") the Sellers agreed to sell all of their shares in phion at the price of EUR 12 per share to Barracuda Networks as follows: 1. Mr. Wieland Alge 47.936 shares, corresponding to approximately 5,99 % of the share capital and the voting stock of the Target; 2. Mr. Klaus Gheri 48.653 shares, corresponding to approximately 6,07 % of the share capital and the voting stock of the Target; and 3. Mr. Peter Marte 80.992 shares, corresponding to approximately 10,12 % of the share capital and the voting stock of the Target; in total corresponding to approximately 22,18 % of the share capital and of the voting stock of the Target. The SPA is, inter alia, subject to the condition precedent that the public tender offer will be completed successfully. The public tender offer will, inter alia, be subject to the condition precedent that at the end of the (extended) offer period, Barracuda Networks and any person(s) acting in concert with Barracuda Networks dispose of at least 75 percent plus one share of the Target's issued voting stock (including the shares purchased by Barracuda Networks from the Sellers). The public tender offer is a friendly one and is in principle welcomed by the management of the Target. Barracuda Networks will explain in its offer document its strategic rationale for the acquisition and its plans with respect to the Target as well as the opportunities which the offer may afford to the shareholders, executives, employees and business partners of the Target. Barracuda Networks intends to submit the tender offer document to the Austrian Takeover Commission within the statutory timeline of ten stock exchange days. The parties have also entered into an OEM arrangement, under which Barracuda Networks will have exclusive rights to distribute the phion products for up to three years, under the Barracuda Networks brand, in North America, Japan, China, Brazil and Mexico. The OEM agreement is independent of and not conditional upon successful completion of the PTO. |