WESTFORD, Mass.--(BUSINESS WIRE)--Apr. 23, 2015--
NetScout
Systems, Inc. (NASDAQ: NTCT), an industry leader for advanced
network, application and service assurance solutions, announced that it
has received unconditional clearance from the Antitrust Division of the
U.S. Department of Justice (DOJ) for its proposed acquisition of the
Communications Business of Danaher Corporation (NYSE:DHR). 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.
NetScout also announced that it plans to hold a special meeting of
stockholders on June 25, 2015 to approve the issuance of 62.5 million
shares of NetScout common stock in connection with the transactions
necessary to complete the acquisition of Danaher’s Communications
Business. Stockholders of record as of the close of business on May 1,
2015 will be entitled to notice of, and to vote at, the special
stockholders meeting. Assuming the proposal to issue shares in the
acquisition transaction is approved by NetScout’s stockholders and all
other conditions are satisfied, the Company anticipates that the
transaction would be completed in July. Additional information
concerning the special meeting of NetScout stockholders and the
transaction is included in NetScout’s preliminary proxy statement and
registration statement on Form S-4, which were filed with the Securities
and Exchange Commission and were amended on April 6, 2015.
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, Preliminary Proxy
Statement on Schedule 14A and other documents concerning the proposed
acquisition of Danaher’s Communications business 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, when they become available
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 preliminary
proxy statement filed with the SEC on April 6, 2015. 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
events and timing associated with completing the acquisition of
Danaher’s Communication Business 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 approval; 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 and the
impact of any such changes on obtaining shareholder approval or
consummating the transaction; and failure to consummate or delay in
consummating the transaction for other reasons. For a more detailed
description of the risk factors associated with the Company, please
refer to the Company’s Registration Statement on Form S-4, Annual Report
on Form 10-K for the fiscal year ended March 31, 2014 and Quarterly
Reports on Form 10-Q for the quarters ended June 30, 2014, September 30,
2014 and December 31, 2014, all of which are 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.
©2015 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