Francisco Partners to Acquire Procera Networks (PKT) in $240M Deal

Procera Networks (Nasdaq: PKT) announced that it has signed a definitive agreement to be acquired by private funds managed by Francisco Partners Management, L.P., a leading global technology-focused private equity firm, in an all-cash transaction valued at approximately $240 million.

Under the terms of the definitive agreement, Francisco Partners will commence a tender offer no later than May 5, 2015 to acquire all outstanding shares of Procera's common stock for $11.50 per share in cash. This represents a premium of approximately 21% over the closing price of Procera's common stock on April 21, 2015, and a premium of approximately 32% over the unaffected closing price on January 22, 2015, the last day prior to an article reporting the potential sale of the company. Procera's Board of Directors has unanimously approved the transaction.

"After careful consideration and an extensive process to review strategic alternatives, the Board unanimously concluded that the sale of Procera to Francisco Partners is in the best interest of the Procera stockholders," said Thomas Saponas, chairman of Procera's Board of Directors. "This transaction delivers immediate and substantial cash value for our stockholders, while supporting the long-term success of Procera's customers, partners and employees."

"Francisco Partners seeks out leading technology companies with a differentiated offering and compelling product roadmap," said Andrew Kowal, partner at Francisco Partners. "Procera is one such best-of-breed company in the network intelligence space, and we look forward to partnering with Procera to help the company and its customers drive actionable intelligence with Procera's solutions."

"As part of Francisco Partners' portfolio of companies, Procera will have the resources and financial expertise needed to attain the next level of growth and to strengthen our competitive market position," said James Brear, President and CEO of Procera. "I believe this transaction delivers compelling value to our stockholders, and we remain firmly committed to establishing Procera as the leader in improving the customer broadband experience for carriers and operators."

The closing of the tender offer will be subject to certain conditions, including the tender of shares of Procera common stock representing at least a majority of the total number of outstanding fully-diluted shares (assuming the exercise of all options and the vesting of all restricted stock units), the expiration of the waiting period under any applicable antitrust laws, and other customary conditions. Upon the completion of the tender offer, Francisco Partners will acquire all remaining shares through a second step merger without the need for a stockholder vote under Delaware law. The closing of the transaction is not contingent on financing. The parties currently expect the transaction to close in June 2015. Upon the completion of the proposed transaction, Procera will become a privately held company.

Stifel, Nicolaus & Company, Incorporated is serving as financial advisor to Procera. Paul Hastings LLP is acting as Procera's legal advisor. Shearman & Sterling LLP is acting as Francisco Partners' legal advisor.

Preliminary First Quarter Results

Procera today also announced preliminary results for the first quarter ended March 31, 2015.

Revenue for the first quarter of 2015 is expected to be in the range of $19.5 million to $20.5 million. The ratio of bookings to revenue for the first quarter was below one. The company expects the gross margin percentage to be approximately 60% and to incur a net operating loss on a GAAP and non-GAAP basis for the first quarter of 2015. The company is not revising its previously announced guidance for the full year.

*** The Street sees Q1 revenue of $16.8 million.

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