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Riverbed (RVBD) Buys OPNET Technologies (OPNT) for $1B in Cash and Stock

October 29, 2012 3:33 PM EDT Send to a Friend
Although markets are closed, Riverbed Technology (NASDAQ: RVBD) announced an agreement Monday morning to acquire OPNET Technologies, Inc. (NASDAQ: OPNT) for $43 per share in cash and stock, representing an equity value of $1 billion and an enterprise value of $921 million.

OPNET will be combined with Riverbed's Cascade business unit. The transaction is expected to be accretive to Riverbed's 2013 earnings per share on a non-GAAP basis. Leveraging the Riverbed brand, channels and infrastructure, Riverbed expects meaningful revenue and operating synergies in 2014.

Under the terms of the agreement between Riverbed and OPNET, Riverbed will acquire all of the outstanding shares of OPNET common stock pursuant to an exchange offer, followed by a second step merger. In the exchange offer and the merger, OPNET stockholders will receive for each OPNET share they own: (i) $36.55 in cash; and (ii) 0.2774 of a share of Riverbed common stock.

The exchange offer is subject to customary closing conditions, including the tender into the exchange offer by OPNET stockholders of shares representing at least a majority of the outstanding shares of OPNET common stock on a fully diluted basis, receipt of financing and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, as amended, and is expected to close before December 31, 2012.




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