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Special Meeting of Stockholders

A special meeting of stockholders of NetScout Systems, Inc. will be held on June 25, 2015 at 10:00 a.m., local time, at NetScout Systems, Inc., 310 Littleton Road, Westford, Massachusetts. The special meeting will be held for the following purposes:

  • to approve the issuance of shares of NetScout common stock in the First Merger;
  • to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the issuance of shares of NetScout common stock in the First Merger; and
  • to transact any other business that may properly come before the special meeting or any adjourned or postponed session of the special meeting.

NetScout’s board of directors has unanimously approved the Mergers and the Transaction Documents, including the Merger Agreement (each as defined in this proxy statement), and determined that the Merger Agreement, the Mergers and the issuance of shares of NetScout common stock in accordance with the Merger Agreement are advisable and fair to, and in the best interests of, NetScout and its stockholders. NetScout’s board of directors recommends that stockholders vote “FOR” the proposal to issue shares of NetScout common stock in the First Merger and “FOR” the proposal to approve adjournments or postponements of the special meeting for the purpose of soliciting additional proxies, if necessary or appropriate. If the proposal to approve the issuance of shares of NetScout common stock in the First Merger is not approved, the Mergers cannot be completed.

Holders of record at the close of business on May 1 , 2015, the Record Date for determining stockholders entitled to vote at the special meeting, will be entitled to vote at the meeting and any adjournments or postponements of the special meeting. We urge each NetScout stockholder to vote by proxy over the telephone, on the internet or by mail by following the instructions on the enclosed proxy card to ensure its vote is counted.

Special Meeting of Stockholder Materials:


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