Riverbed (RVBD) Says 85% of Opnet (OPNT) Shares Tendered at Expiration
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Riverbed (Nasdaq: RVBD) announced that the Offer expired at 12:00 midnight Eastern Time (one minute after 11:59 p.m.) on the evening of December 17, 2012, the initial expiration date of the Offer, as described in the Prospectus/Offer to Exchange. All Shares that were validly tendered and not withdrawn have been accepted for payment in accordance with the terms of the Offer and applicable law.
Based on a preliminary count by the exchange agent for the Offer, a total of 20,041,483 Shares, representing approximately 85% percent of the Shares, were validly tendered and not withdrawn in the Offer. In addition, 517,675 Shares, representing approximately 2% percent of the Shares, were tendered pursuant to notices of guaranteed delivery. As of December 17, 2012, OPNET (Nasdaq: OPNT) had 23,521,964 Shares outstanding. The notice of guaranteed delivery period will end at 5:00 p.m., New York City Time on December 20, 2012. Accordingly, Riverbed expects to announce the final proration calculations no later than 9:00 a.m. New York City time on December 21, 2012.
Riverbed expects that Acquisition Sub will merge with and into OPNET on December 18, 2012 pursuant to a short-form merger completed using the procedures available under Delaware law.
Upon completion of the Merger, each outstanding Share not tendered in the Offer (other than Shares held by Riverbed, OPNET or their respective subsidiaries, or held by stockholders of OPNET who properly assert appraisal rights under Delaware law) will receive: (i) $36.55 in cash; and (ii) 0.2774 of a share of common stock of Riverbed, in each case, subject to adjustment for stock splits, stock dividends and similar events, without interest thereon and subject to any required tax withholding.
Based on a preliminary count by the exchange agent for the Offer, a total of 20,041,483 Shares, representing approximately 85% percent of the Shares, were validly tendered and not withdrawn in the Offer. In addition, 517,675 Shares, representing approximately 2% percent of the Shares, were tendered pursuant to notices of guaranteed delivery. As of December 17, 2012, OPNET (Nasdaq: OPNT) had 23,521,964 Shares outstanding. The notice of guaranteed delivery period will end at 5:00 p.m., New York City Time on December 20, 2012. Accordingly, Riverbed expects to announce the final proration calculations no later than 9:00 a.m. New York City time on December 21, 2012.
Riverbed expects that Acquisition Sub will merge with and into OPNET on December 18, 2012 pursuant to a short-form merger completed using the procedures available under Delaware law.
Upon completion of the Merger, each outstanding Share not tendered in the Offer (other than Shares held by Riverbed, OPNET or their respective subsidiaries, or held by stockholders of OPNET who properly assert appraisal rights under Delaware law) will receive: (i) $36.55 in cash; and (ii) 0.2774 of a share of common stock of Riverbed, in each case, subject to adjustment for stock splits, stock dividends and similar events, without interest thereon and subject to any required tax withholding.
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