WESTFORD, Mass.--(BUSINESS WIRE)--Dec. 3, 2014--
NetScout
Systems, Inc. (NASDAQ: NTCT), an industry leader for advanced
network, application and service assurance solutions, announced today
that the Company has filed a preliminary Registration Statement on Form
S-4 and a preliminary Proxy Statement with the U.S. Securities and
Exchange Commission (SEC) in connection with its proposed acquisition of
the Communications business of Danaher Corporation (NYSE:DHR). While
this Registration Statement and Proxy Statement have not yet become
effective and the information contained therein is subject to change,
the filings collectively represent an important milestone in the process
of closing this transaction.
Once these filings have been declared effective, NetScout intends to set
a date for a special meeting for its stockholders to approve the
proposals associated with the transaction, and deliver the final Proxy
Statement to its stockholders. The S-4 Registration Statement and Proxy
Statement are available through the SEC's EDGAR system on www.sec.gov
and via NetScout’s website at http://ir.netscout.com/phoenix.zhtml?c=92658&p=irol-acquisitions
or http://ir.netscout.com/phoenix.zhtml?c=92658&p=irol-sec.
Danaher Corporation has also filed its own preliminary Registration
Statement on Form S-4 associated with the transaction.
As previously announced on October 13, 2014, NetScout entered into a
definitive agreement to acquire Danaher’s Communications business,
comprising Tektronix Communications, Arbor Networks, and certain parts
of Fluke Networks. The combination of NetScout and Danaher’s
Communications business will be structured as a Reverse Morris Trust
(RMT) transaction under which Danaher shareholders will receive an
aggregate 62.5 million NetScout shares, valued at approximately $2.4
billion based on NetScout’s closing stock price of $38.48 on Wednesday,
December 3, 2014. Using the RMT structure, the transaction is expected
to be tax free to Danaher and its shareholders. Upon the completion of
the merger, Danaher’s shareholders will own approximately 59.5% of the
combined company and NetScout shareholders will own approximately 40.5%
on a fully diluted basis.
The transaction is expected to close in the summer of 2015, which is the
first half of NetScout’s fiscal year 2016, subject to approval by
NetScout shareholders, regulatory approvals and other customary closing
conditions, as well as the receipt by Danaher of a ruling by the U.S.
Internal Revenue Service and opinions of counsel regarding certain tax
matters. The Boards of Directors of both companies have unanimously
approved the transaction.
About NetScout Systems, Inc.
NetScout
Systems, Inc. (NASDAQ:NTCT) is the market leader in application and
network performance management solutions that enable enterprise and
service provider organizations to assure the quality of the user
experience for business and mobile services. NetScout’s technology helps
these organizations proactively manage service delivery and identify
emerging performance problems, helping to quickly resolve issues that
cause business disruptions or negatively impact users of information
technology.
Additional Information and Where You Can Find It
NetScout’s
Registration Statement on Form S-4, Proxy Statement and other documents
concerning the proposed acquisition have been filed with the Securities
and Exchange Commission (the “SEC”). Investors are urged to read the S-4
Registration Statement and Proxy Statement, along with other relevant
documents filed with the SEC, because they will contain important
information. Security holders may obtain a free copy of the Registration
Statement and Proxy Statement (when it is available) and other documents
filed by NetScout with the SEC at the SEC’s website at www.sec.gov.
The Registration Statement and Proxy Statement, along with other
documents, may also be obtained for free by contacting Andrew Kramer,
Vice President of Investor Relations, by telephone at 978-614-4000, by
email at ir@netscout.com, or by
mail at Investor Relations, NetScout Systems, Inc., 310 Littleton Road,
Westford, MA 01886.
This communication is not a solicitation of a proxy from any security
holder of NetScout. However, NetScout, Danaher and certain of their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from NetScout’s stockholders
in connection with the proposed transaction. Information about
NetScout’s directors and executive officers and their beneficial
ownership of NetScout’s common stock may be found in its definitive
proxy statement relating to its 2014 Annual Meeting of Shareholders
filed with the SEC on July 24, 2014. This document can be obtained free
of charge from the SEC website at www.sec.gov.
Safe Harbor
Forward-looking
statements in this release are made pursuant to the safe harbor
provisions of Section 21E of the Securities Exchange Act of 1934 and
other federal securities laws. Investors are cautioned that statements
in this press release, which are not strictly historical statements,
including without limitation, the statements related to the timing and
milestones associated with completing the merger, constitute
forward-looking statements which involve risks and uncertainties. Actual
results could differ materially from the forward-looking statements due
to known and unknown risk, uncertainties, assumptions and other factors.
Such factors include the failure to obtain, delays in obtaining or
adverse conditions related to obtaining shareholder or regulatory
approvals; the anticipated tax treatment of the transaction and related
transactions; risks relating to any unforeseen changes to or the effects
on liabilities, future capital expenditures, revenue, expenses,
synergies, indebtedness, financial condition, losses and future
prospects; failure to consummate or delay in consummating the
transaction for other reasons; our ability to retain key executives and
employees; slowdowns or downturns in economic conditions generally and
in the market for advanced network and service assurance solutions
specifically, the Company’s relationships with strategic partners,
dependence upon broad-based acceptance of the Company’s network
performance management solutions, the presence of competitors with
greater financial resources than ours and their strategic response to
our products; and the ability of NetScout to successfully integrate the
merged assets and the associated technology and achieve operational
efficiencies. For a more detailed description of the risk factors
associated with the Company, please refer to the Company’s Annual Report
on Form 10-K for the fiscal year ended March 31, 2014 on file with the
Securities and Exchange Commission. NetScout assumes no obligation to
update any forward-looking information contained in this press release
or with respect to the announcements described herein.
©2014 NetScout Systems, Inc. All rights reserved. NetScout and the
NetScout logo and nGenius are registered trademarks of NetScout
Systems, Inc.
Source: NetScout Systems, Inc.
NetScout Systems, Inc.
Andrew Kramer, 978-614-4279
Vice
President, Investor Relations
IR@netscout.com