Sie sind auf Seite 1von 14

EX-99.F 3 d691370dex99f.

htm EXHIBIT F

Exhibit
March F 2014
11,
Valuation Perspectives on Riverbed Offer
Disclaimer
This presentation has been
independently
In verifying
this presentation, theprepared
Moelis, informationby Elliott
at Elliott’s herein, Management
Moelis
direction, makes
has used
Corporation
certain
(“ Elliott”)
no representation and its financial
or warranty
projections, forecasts theadvisor
accuracy,Moelis
as to forward-looking
or other
& Company
completeness or LLC (“ Moelis”)
reasonableness
statementsestimates
with respect of thebased on publicly
information available
herein and information.
Moelis disclaims Moelis has not with
any liability assumed anytoresponsibility
respect theinvolved
informationfor herein.
transaction
presentation from public
speaks onlysources
as for which
of its date Moelis has assumed,
and Moelis assumes at Elliott’s
no obligationdirection,
tonot
update were
it orprepared
to advise based
any on the best
person that available
its any
views and to
have changed.
Riverbed
judgments ofTechnology,
the preparer Inc.
as to(“the
Riverbed” or the “ Company”)
future performance and/or other
of the Company and/orparties
such other in the
parties. This
This
own presentation is solely informational purposes. This presentation is intended to provide the sole basis for decision on any transaction and is not a recommendation with respect to any transaction. The recipient should make its
future,independent
Moelis loan
provides
business
or currency.
mergers isdecision
Itand not based on all to
a commitment
acquisitions,
other
restructuring
information,
underwrite
and other
advice and
any advisory
security, to the recipient’s
loan
services any
to funds own
clients to judgment.
orand make
its
This presentation
any investment.
affiliates manage Moelis
private
isdoes
not an
investment notoffer
offertotax,
sellaccounting
partnerships.
or a solicitation
Its or legal
personnel
of advice.
may
an indication of interest to purchase any security, option, commodity,
make statements or provide advice that is contrary to information
contained
advise andinmaythisinmaterial.
futureOur
the Regarding proprietary
advise interests
or invest may conflict
in companies with your
mentioned interests.
in this Moelis may from time to time have positions in or effect transactions in securities described in this presentation. Moelis may have advised, may seek to
presentation.
Cautionary
The Statement
information herein Forward-Looking
contains“ “anticipates,”
forward-looking Statements
statements.” Specific forward-looking statements can“be identified by the fact thatorthey
“statements
will,” “ expects,” “ believes,” “ plans,” “ estimates,” “ projects,” “ targets,” “ forecasts,” seeks,”
are“based
could,” “current
should” thedo not relate
negative strictly
of such termsto or
historical
otherand or currentonfacts
variations suchand include,
terms without limitation,
or Company
comparable terminology.words such as “ may,”
Similarly,
industry in that
Accordingly,
describe
which
you should
Elliott’s
it operates.
not rely
objectives,
Theseupon
plans
statements areornotgoals
forward-looking
are forward-looking.
guarantees
statements ofasfuture
a prediction
Forward-looking
performance
of and results
actual involvestatements
risks,
and uncertainties,
actual results
onassumptions
may vary
intent,
andbelief,
materially from
expectations,
otherwhatfactors
is that areestimates
expressed difficult
in or
projections
to predict
indicated
regarding
andthethat
by
the
could cause
forward-looking actual and
results
statements.
projections regarding the
to differ materially.
[1]
Summary of Elliott’s
Based –onFunds
publicly Transaction
available Proposal
information, Moelis has conducted valuation analyses on Elliott’s current bid of $21.00 per share, which represents a 43% premium over the unaffected share price of Riverbed1
Buyer
PARTIES under management of Elliott Management Corporation (“ Elliott”)
Target – Riverbed
$21.00 per share inTechnology, Inc.
cash, submitted (“ Riverbed”
February or
onRiverbed 25,the “ Company”)
2014
$3,594mm
Implies Total Enterprise Value for
Implies 13.5x
Implies 10.2x LTM
18.4x 2014EAdjusted
2014E AdjustedEBITDA2
Adjusted EBITDA2,
EPS3, 4 3
PURCHASE
Represents a: PRICE
42.9% premium
45.2% premium to to 30-day
one dayaverage
share price1
share price1
40.9%
37.6% premium
premium to 60-day
90-day average
average share
share price1
FORM OF 100%tocash
CONSIDERATION
price1
NEXT
Source: STEPS NeedElliott
Letterspremium
from for Riverbed
to the to provide
Board basic customary
of Directors duedated
of Riverbed diligence to Elliott
01/08/14 so it can potentially increase its offer
and 02/25/14
1. Represents
closed at $15.11 to
on 11/07/13close price of $14.70 on 10/29/13, or average prior thereto, which represents the day before Elliott began its significant purchase(s) of RVBD stock. For reference, Elliott filed its 13D on 11/08/13 and Riverbed
2. Adjusted
detailed in EBITDA
8-K dated excludes stock-based compensation, payroll tax on stock-based compensation, amortization on intangibles, acquisition-related costs, inventory fair value adjustment, deferred revenue adjustment and other expenses as
01/30/14
3.
4. Based on Thomson estimates
Adjusted EPS excludes stock-based compensation, payroll tax on stock-based compensation, amortization on intangibles, acquisition-related costs, inventory fair value adjustment, deferred revenue adjustment, income tax adjustments and
[other
2 ] expenses as detailed in 8-K dated 01/30/14
Riverbed
SUMMARY Business Update – Application Acceleration
DESCRIPTION
Includes
Steelhead the
(WANfollowing products:
optimization)
Granite (branch
Stingray (applicationconverged infrastructure)
delivery controller)
Whitewater
Growth (cloud storage appliance)
concerns around portfolio of products
COMMENTARY
While a leader in WAN optimization, growth has slowed for Riverbed and the broader market. The Company faces:
Headwinds
Commoditizationdue to evolving
risks protocol technologies
Difficulty
WAN in gainingcontinues
optimization additionaltomarket
be share given
influenced by: Riverbed already has significant share
Data
Cloudcenter consolidation
computing
While
Is a the
smaller ADC market is
contributor to expected
the to grow, Riverbed has a small ADC business with low overall market share. The ADC business:
top-line
Has experienced
Revenue Analysisrecent quarterly flatness
$900
$806
$800 $767
56
$700
8$600 $679 36
$524
$500
$400
731 751
671
$300
524
$200
$100
$0
2010 2011
WAN 2012 2013
Optimization Application Delivery Control
30%
28.0%
25%
20%
15%
10% 8.9%
5%
2.8%
0%
2011 2012 2013 Growth Rate
WAN
Source:Optimization
[ 3 ] Company filings
Riverbed
SUMMARY Business Update – Performance Management
DESCRIPTION
Products
Vast consist
percentage ofofthis
application-aware
portfolio NPM and
was acquired APM
with verysolutions
little connection to the WAN
OPNET
Riverbed acquisition
entered (12/12,
theacquired $994mm)
NPM market via provided
its Riverbed
Mazu Networks access into the
acquisition APM
(02/09, space optimization business
$50mm)
The Company
COMMENTARY also CACE Technologies (10/10)1
Performance
The Company Management is expected
has had execution to be afollowing
challenges major growth driver for the overall business; however, growth since the OPNET acquisition has slowed considerably
the transaction
MARKET
Compuware SHARE
13% CA11% 43% 2 HP
Technologies
APM 9% IBM Other
8% Riverbed / Dell / Quest OPNET
Oracle
5% 6% 5%
Source: Capital IQ,combined
Companywithfilings, WallProtocol
Street research
1. Per 10-K
on filing,
2. Calculated
Based vendor Global acquisition for value of $27mm paid in cash
3.
4. the revenues
asremove formafor2012
proOPNET CY2012
revenue as reported in theclose
2012on10-K, less Riverbed’s 2012 revenue adjusted to exclude OPNET contribution post transaction close on 12/17/12
5. Includes first full year of OPNET financialspost
Adjusted
$300
to contribution transaction
given transaction 12/17/12
close on 12/17/12
$250
$200 $251 $238 $219
170 53$169
169 $150
251
$100
$50 141
67 49
28 4 $0
2010
35% 2011 2012 2013 Performance Management OPNET
29.5%
25% 30%
20%
15%
10%
5%
8.7%
5.5%
0%
2011 2012 2013 Pro Forma Growth Rate Including OPNET
[REVENUE
4] ANALYSIS
Riverbed
1 ChallengingObservations and Challenges
WAN optimization
Core
Given WAN optimization
Riverbed’s considerable is market
marketmarketa ~$1bn outlook opportunity growing at only a 1% CAGR1
share,byannual
future market share gains may become more difficult to achieve are impacting the need for Riverbed and others’ acceleration products
Market growth is being
has anegatively affected native application and growth
simplified remote accessofprotocols,
Riverbed’swhich
2WAN
Riverbed
optimization
Expensive and
overpaid complex
relative
significant
OPNET
to
influence
transaction
comparable
on Riverbed’s
transactions for
overall
OPNET, which has
given
had
that 71%
performance issues
total 2013 revenue was from WAN optimization
post acquisition close
Following the
Completion acquisition,
ofvalue overall Company
salesproposition
force integration EBIT targets
missed initial margins have contracted
3TheStatus quo
OPNET not comparable or superior to the transaction price offered
Riverbed,
Heavy as atransaction
exposure standalone has not delivered
public
to the government company,
vertical,
sufficient
iswith
facing returns
a number
federal
to of
budget
shareholders
near-term
as a concern
given theissues:
structural expensive price that was paid
Analysts
With the are predicting
exception that the WAN
of Performance optimization
Management, market
most new will undergo
products a transition
outside of WAN from hardware to
optimization areconverged
subscale software solutions, which could negatively impact ASPs
Numerous
1. analysts are predicting a stock price decline if Elliott or other interested parties are notDayallowed
2013the
onopportunity
11/18/13 to pursue a transaction
[ 5Market
] data per Riverbed Vision and Strategy presentation as presented at Riverbed’s Analyst
Relative Price Performance—LTM
Prior to Elliott’s Prior
expression of initial to Elliott
interest in theInvolvement
Company, Riverbed has severely underperformed the NASDAQ by nearly 70% as well as its peer group
140%
134.4%
130%
120%
16.3%
formance 110% Per Return 100%
90%
80% 69.4% Indexed Underperformance
70%
(35.0%)
60% 2 10/29/12 12/28/12 02/27/13
3Riverbed 10-K Comparables Index NASDAQ 04/29/13 06/29/13 08/29/13 10/29/13
Source:
1. Bloomberg,
Calculated using aComparable
“ total companies
return” asComposite
calculation found
which in
Index 2013 10-K
Riverbed
includes impact of bothbegan
stock price performance and dividends
2. Performance measured to 10/29/13, which10-K
represents the dayCAbefore Elliott CSCOits significant purchase(s)
(-8.9%),of CPWR
RVBD stock
[3.6Indicates
] mean performance of Riverbed’s peer group: (+45.2%), (+36.0%), CTXS (+30.5%), FFIV (+2.9%), NTCT (+15.6%) and RDWR (-7.1%)
Share
Weak7,Price Performance—LTM
guidance and loss sets Prior to Elliott
of key management has Involvement
set the stock on a disappointing trajectory
Feb.
24 2013 revenues
35 record –Riverbed and hits earnings, but announces weak Jul. 30, 2013 – Riverbed Q1 FY13 guidance and the meets earnings estimates, resignation of its Cofounder but misses on revenue and 30 and CTO, Steve McCanne again guides
below
22 forecasts for next@quarter
Transaction
Apr. Price
29, 2013weak $21.00
– Riverbed misses
20 attributed
government sales
business lack of25
linetorevenue
20 earnings,
estimates,
expectations
delivering
but18misses top-an adjusted
(in millions)15 16
EPS of $0.23 against an expected Oct. 28, 2013 – Riverbed $0.24; CEO Jerry M. Kennelly meets Q3 FY13 earnings
Share
Volume Price
(in ($)
million)
10
14
512 0 1 10/29/12 12/28/12 2/27/13 4/29/13 6/29/13 8/29/13 10/29/13
Significant
Source: Underperformance
Capital IQ, Company Relative to NASDAQ Composite Index of 69%
filings which
1.
[ 7Performance
] measured to 10/29/13, represents the day before Elliott began its significant purchase(s) of RVBD stock
Wall Street Analyst
The feedback Observations
fromSELECTED
the analyst community clearly states the current strategic interest from Elliott is supporting Riverbed’s current stock price. In addition, there is analyst support for pursuing a strategic dialogue with Elliott
SUMMARY
Broker OF
Commentary EQUITY RESEARCH
“coreElliott
WANOPraised its bid
business toand
$21/share
unproven in results
cash…We continue to see
in opportunities likethis as a fair deal for investors considering the flat trajectory of the
Granite.”
February
“levels Rod
The highlight Hall, 25, CFA
of theofquarter 2014
was Riverbed’s Performance
believe from
much theoftime the OPNET
Riverbed’s acquisition.
valuation…is still WhileoffweofManagement
driven were encouraged
acquisition
business,
to see which
prospects...” notablegrew 22% on
progress sequentially and returned
the integration of OPNET, to sales
we
February
“asset
While Erik
we Suppigerthat
understand 3, 2014
other parties have indicated interest in acquiring Riverbed, we don’t view the Company as a strategic
~$15 and
or question
about 2.2x why
revs. the
We valuation
see wouldrisk
downside expand
if materially
Elliott does above
not $20. Before
continue to Elliott’s
pursue an involvement,
acquisition of the stockand
Riverbed was
thetrading at
valuation
Jonathan
“ Riverbed’sJanuary
stock,Ruykhaver,
in our view, 31,reflects
2014 CFA becomes
potential for a driven
slight moreupbyfrom
bid near-term
Elliott fundamentals.”
vs. the underlying fundamentals (the stock
from
skewed $13-14
to thelevels pre-Elliott
downside—if to current
Elliott were $19-20 levels
to withdraw mostly
their reflector the
interest activist
if RVBD interest
fails in acquiring
to execute to theirthe
10%company)…we
CY14 rev growth seemove
risks
target.”
January Brian
“ WeElliott-drivenModoff
are a bit skeptical, 31, 2014
but admit the revenue comps become less challenging in the out with
quarters. All things considered, including
the
Eric January takeout
Martinuzzi, premium
31, 2014 implied
CFA in the current share price, we are comfortable our HOLD rating and $20 target.”
“ With our Elliott
(following estimates generally
taking a stakeconsistent with company
and subsequently makingexpectations
a $19/sharefor the year,
buyout andwewith
offer), findthe
therecent re-rating
risk-reward in the with
balanced stock
limited
January upside.” 30,
Source: Amitabh
Addresses Wall
Elloitt’s
Passi 2014
Street offer
research
of:
19
[ 8 $] 21 $
Equity Research
Elliott’s Overview1
offer represents a 22%
($
Datein Firm
millions,
Ratingexcept
Priceper sharepremium
Target data) Offer
Target
over the adjusted
to Adj.
(%) Price Offer to average forward 12-month price target of the analyst community
02/10/14
02/03/14 Oppenheimer
FBN SecuritiesOutperform
Perform $24.00
21.00 - (13%)Target²
18.42 14$21.05Adj. Target (%)
(0%)
02/03/14
01/31/14 JMP
BMO Securities
Capital PerformPerform
Markets NA NA21.00 NA NA - 18.42 14
01/31/14 Deutsche
01/31/14 Cowen and Company Perform 18.00 17 15.79 33
01/31/14
01/31/14 Gabelli
Janney &Bank
Company
Capital
Hold Buy
Markets
16.00
BuyNA 31NA14.04NA 50
NA 4
01/31/14
01/31/14 JP
LakeMorgan
Street Neutral
Capital 15.00
Hold 40 23.00
20.00 13.16
5
(9)
60 20.18
17.54
01/31/14
01/31/14 MKM PartnersMarkets
RBC Capital NeutralPerform
20.00 516.00 17.5431 2020
01/31/14
01/31/14 Stephens
The Juda Equal-Weight
Group Neutral 20.00
NA NA 5 17.54
NA NA 2014.04 50
01/31/14 William
01/31/14 Wells FargoBlairSecurities
OutperformPerform
NA 20.00³
NA NA 5 17.54 20
NA
01/31/14
01/30/14 Wunderlich Securities Hold 20.00
16.672026 20
5 17.54
01/30/14 Piper
01/30/14 UBS
Jaffray
SterneNeutral Neutral 20.00
Agee Neutral
20.00
19.00 51117.54
5 17.54 20
Mean
Median$19.56
20.007% $17.16
5 17.54 2022%
Source:
1. Bloomberg,
Includes on-going, ThomsonOne,
broker-related Wall
researchStreet research
available fromPrice
dataTarget
provider
2. Adjusted Price Target represents
pricethetarget
forward 12-month in reportdiscounted back to today using Riverbed’s cost of equity of 14.0% per Bloomberg
[3.9Average
] of $19.00 to $21.00 range as presented
Overview
As compared of $21 Elliott Offercompanies
to comparable Price and transactions, Elliott’s metrics
$21.00 offer represents
aSelect
higher premium
Select and higher multiple than the median valuation
Transaction
($ in millions, Public
except Companies
per share 2data)
Precedent
Price 1Transactions
Median 3,4
Median
Share
Premium Priceto$21.00
Average Price:
Current (3/10/14)
Unaffected (10/29/13)3.9% 42.9% 28.0%
Unaffected
Unaffected 30-day
60-day 555 45.2%
40.9% 30.2%
34.7%
Unaffected
Equity 90-day
Value6 $3,601.137.6% 37.5%
Plus:
Less: Total Debt
TotalValue 525.0
Cash$3,594.1
(532.0)
Enterprise
Valuation
TEV / Adj.Multiples:
Consensus EBITDA—LTM 7 13.5x 8.6x 11.3x
Estimates
TEV
Price // Adj.
Adj. EBITDA—CY2014E
EPS—CY2014E 8 18.4x7 10.2x
15.5x8.2x 9.4x
Source:
1. Balance Company
sheet andfilings,
LTMThomsonOne
metrics as of 12/31/13; Totalinvestments
Debt includes current maturities of long-term borrowings and borrowings, non-current, net of current maturities; Total Cash includes cash and
cash equivalents,
2. Select
Select Precedent short-term
Public Companies investments
identified and long-term
within Riverbed 2013 10-K, excluding CPWR due to negative growth; BRCD, EMC, JNPR and NTAP were also added
3.
4. Select Precedent Transactions
Transactions premia
valuationpermultiples
public technology
based company
on transactionstransactions
of US$1bnofandUS$1bn
aboveand above
in the lastinthree
the last three
years years
involving targets with positive, sub-10% LTM-NTM expected revenue growth per
consensus
30-day, estimates
5. Calculated 60-day and 90-day as stock
of 10/29/13, which represents the dayoutstanding
before Elliott began its significant purchase(s) of RVBD stock
6.
7. Adjusted using
EBITDA the treasury
excludes method
stock-based incorporating
compensation, options
payroll tax on and
stock-based restricted stock
compensation, units
amortization on intangibles, acquisition-related costs, inventory fair value adjustment, deferred
revenue
8. Adjusted adjustment
EPS and other
excludes expenses compensation,
stock-based as detailed in 8-K datedtax01/30/14
payroll oninstock-based compensation, amortization on intangibles, acquisition-related costs, inventory fair value adjustment, deferred revenue
adjustment,
[10] income tax adjustments and other expenses as detailed 8-K dated 01/30/14
Select
At Public Companies1
$21.00
for selectedper
TRADING
share,
large,
MULTIPLES
Riverbed’s
enterprise implied
IT public multiples are higher than the median multiples
companies
Enterprise
Stock 52 % Value
of 52 / Market Enterprise Revenue EBITDA P / E
($ in millions,
NetScout Systemsexcept per share
$38.43 $38.84 data) Price$1,665
98.9% Wk. High Week High Value
13.7xValue LTM CY14E LTM CY14E CY14E
F5 Networks
Radware 17.26111.97
19.22 114.78
89.8 97.6
816 5318,573 7,337
2.8 2.5 16.3 4.8$1,483 3.9x
4.2 21.3
12.9 12.5 3.5x20.7
10.8 12.1x 24.1x
Citrix
EMC 27.13Systems27.1360.75 76.33
100.0 79.6
56,974 11,450
48,030 9,836
2.1 3.4
2.0 6.9 3.1 11.8 10.4 20.8
Cisco
Juniper Systems
Networks 21.69
26.2826.38
27.95 82.2
94.0115,456
13,918 84,607
10,763 1.86.3
1.814.0
5.6 5.28.4
10.8
NetApp
Brocade 37.81
10.14 45.85
10.20 82.5
99.4 13,104
4,694 9,030
4,286 1.42.0
1.9 6.72.3
1.47.0 6.02.2
6.3
10.2
12.9
12.3
17.1
CA
MedianTechnologies
2.5x 2.3x 32.82
8.6x 34.43
8.2x 95.3
15.5x 14,952 13,880 3.0 3.1 7.0 7.9 12.7
Riverbed Consensus
OPERATING @ $21.00 $21.00 $22.28 94.3% $3,601 $3,594 3.4x 3.2x 13.5x 10.2x 18.4x
STATISTICS
Revenue
Revenue Revenue
Growthexcept RevenueGrowth EBITDA Margin
Growth
($ in millions,
NetScout Systems $383per$425
share$480
data)11.7%
LTM CY14E
10.9% CY15E28.2%‘12-‘13 ‘13-‘14 ‘14-‘15 LTM CY14E
F5 Networks
Radware 193 1,522
213 1,743
233 2.0 1,960
10.4 7.216.9
9.5 14.519.4
12.4 38.513.1%
38.9 29.0%
Citrix
EMC Systems
23,222 2,918
24,507 3,188
26,207 3,483
6.9 5.512.8
6.9 9.2
30.29.331.3
28.5 29.7
Cisco
JuniperSystems
Networks 47,873
4,669 46,816
4,940 49,607
5,194 1.35.8
7.0 (2.2)
5.16.0 31.3
22.6 25.934.9
NetApp
Brocade 6,393
2,199 6,462
2,196 6,730
2,253 1.2
(3.0)1.1 4.1
(0.1) 21.027.9
2.6 23.4 30.8
CA
2 Technologies 4,582 4,491 4,588 (2.1) (2.0) 2.2 43.3 39.1
Median
Riverbed$3,750 $3,839
Consensus @$4,036 4.5%
$21.00filings,
$1,0575.7% 6.4%$1,233
$1,141 28.4%5.5%
30.3%
7.9% 8.1% 25.2% 30.9%
Source:
Note: AsCapital IQ, Company
of 03/10/14; Companies ThomsonOne
ordered based 2013
on 2014E-2015E revenue growth [ to
11negative
]
1. Growth
2. Comparable companies
for 2012A-2013A as pro
found in Riverbed
forma for OPNET 10-K, excluding
transaction, CPWR
which closed ondue
12/17/12, growth;
per 2012 BRCD, EMC, JNPR and NTAP were also added
10-K
Select Transactions
Riverbed isENTERPRISE Analysis
more closely comparable to the TRANSACTIONS
lower growth, large,–enterprise technology companies
SELECT
($ in millions) TECHNOLOGY LAST THREE YEARS
Equity
Ann. Enterprise
Date Acquiror TEV / Revenue
Target Value TEVLTM
Value / EBITDA
NTM¹ LTM NTM¹
05/06/13
11/01/12 Bain & Golden Gate BMC Software $ 1,818
7,053 2.7
$ 6,812 3.1x9.4
2.9x 7.7x 8.1x
06/25/12 RedPrairie
07/11/11 Dell Quest
NCR
JDA
Radiant
Software
Software
Systems 2,527 Group
1,1912,403 1,956
2.73.0
1,101 2.52.8
12.8 8.52.5
17.3 16.9
10.5
03/11/11 Golden
Median 2.7x Gate
2.5x 11.3x Infor 1,958 1,878 2.5 2.3 11.3 10.7
9.4x $ 3,601 $ 3,594 3.4x 3.2x 13.5x 10.2x
Riverbed
At $21.00Consensus
per share, @ $21.00
Riverbed’s implied multiples are higher than the median multiples for transactions involving such companies
Source: Capital
Note: Precedent IQ, Company
transactions filings,
reflect ThomsonOne
transactions of US$1bn and above in the last three years involving technology targets with positive, sub-10% LTM-NTM expected revenue growth per consensus
estimates [ 12 ]
1. Based on Thomson estimates
Premiums Paid
At $21.00TECHNOLOGYAnalysis
per share, the Elliott offer presents a more compelling
SELECT
($ in millions) Purchase TRANSACTIONS
Premium – LAST THREEpremium
YEARS than the median premia paid on public technology company transactions of $1bn or more
Enterprise 1-Day
Ann. Date1Acquiror 1-Month
Target 60-Day
Value 90-Day
Prior Avg. Avg. Avg. $1,515 32.6% 18.1% 20.1% 21.7%
02/24/14
12/20/13 RF Micro Devices
Oracle Technologies
Responsys 1,597 TriQuint
38.3 Semiconductor
12/16/13 Avago
09/09/13 Koch Industries Molex 5,90249.6
LSI6,507 46.956.0
31.2 44.658.1
28.9 43.929.2
28.5 45.5
07/23/13
06/04/13 Cisco SourcefireExactTarget
Salesforce.com 2,194 28.6 33.4
2,539 36.8
52.7 38.3
50.2 57.915.1
54.524.5 30.9 34.1
05/28/13 11 Bain
05/06/13 ServiceLink
& Lender
Golden Gate Processing
BMC Services
Software 3,881
6,812 14.5 13.9 15.7 17.4
02/05/13
02/04/13 1RedPrairie
SilverAcme
Oracle LakePacket
Dell 18,538 26.4
1,687Group 30.1
23.7 34.7
22.2 1,818 29.3 38.1
37.5
11/01/12
10/22/12 1 Permira JDA
Advisorssoftware
& Spectra Equity 18.0 33.3
Ancestry.com 38.0 41.2
10/17/12
08/27/12 ASML
IBM Holding
Kenexa Cymer
1,307 42.02,435
56.9 72.6 61.4
66.012.5 52.3 47.8 1,818 41.4 39.0 35.5 37.0
63.117.6
08/27/12
06/25/12 1 Thoma Bravo Deltek 1,029 5.5 20.6
05/22/12 1Oracle
02/09/12 SAPDellAriba
Quest4,411
Software
Taleo 1,805 19.6 2,40325.9
18.119.3
44.3 36.4 38.9 42.4
24.7 21.631.426.1 28.0 30.2 32.3 39.3
12/14/11
12/03/11 Lam
SAP Research Novellus
SuccessFactors Systems
3,516 52.4 2,908
53.6 56.9 61.8
10/24/11 Broadcom
09/12/11 Oracle Rightnow
NetLogic Technologies
Microsystems 1,521 19.656.7
3,442 22.868.8
28.754.0
33.444.8
07/11/11
07/01/11 NCR
1 RadiantEquity
Providence Systems 1,101 Blackboard
Partners 27.6 37.1 38.7
1,76743.2
21.140.7
22.038.7
25.037.5
21.0
05/04/11 Applied
04/27/11 CenturyLinkMaterials
Savvis Varian
2,963 Semiconductor
11.0 10.2 4,469
13.2 16.1 55.4
04/01/11
03/28/11 Providence
eBay Equity Partners
GSI Gate
Commerce 2,139 SRA International
58.3Software
59.4 48.6 1,782 10.2 15.1 15.0 18.1
42.2
03/11/11
Median 1
28.0%Golden
30.2%42.9% Capital
34.7%45.2% Lawson
37.5%40.9% 37.6% 1,878 13.9 11.4 15.6 17.5
Riverbed @ $21.002
Elliott’sCapital
offer exceeds the median premia paid
Source:
Note: Precedent IQ, Company
transactions filings
premia per public technology
1. Performance
2. Premiums calculated
measuredusing unaffected
to 10/29/13, sharerepresents
which price tocompany
priorthe transactions
leakbefore
day or catalyst
Elliottevent
of US$1bn and above in the last three years
began its significant purchase(s) of RVBD stock
[ 13 ]