SANTA CLARA, Calif.,
Oct. 26, 2017 /PRNewswire/
-- Gigamon Inc. (NYSE: GIMO) ("Gigamon" or the "Company"), the
industry leader in traffic visibility solutions, and Elliott
Management ("Elliott"), a leading multi-strategy private investment
firm, today announced that they have entered into a definitive
agreement under which Elliott will acquire Gigamon for $38.50 per share in cash, for a total value of
approximately $1.6 billion. Upon
completion of the transaction, Gigamon will become a privately held
company. Elliott's investment is being led by its private equity
affiliate, Evergreen Coast Capital ("Evergreen").
![Gigamon logo (PRNewsFoto/Gigamon) Gigamon logo (PRNewsFoto/Gigamon)](https://mma.prnewswire.com/media/591613/Gigamon_Logo.jpg)
Under the terms of the agreement, Gigamon shareholders will
receive $38.50 in cash for each share
of Gigamon common stock held. The purchase price represents a
premium of approximately 21% to the Company's unaffected closing
price on April 28, 2017, the day
following the Company's release of its first quarter 2017 financial
results and the date on which Elliot became required to file a
Schedule 13D with respect to its ownership interest in Gigamon. The
agreement was unanimously approved by the Gigamon Board of
Directors.
"We are pleased to announce this transaction, which delivers
immediate cash value to our shareholders upon closing at a premium
to our unaffected stock price," said Paul
Hooper, Chief Executive Officer of Gigamon. "The Gigamon
Board, with the assistance of independent financial and legal
advisors, conducted a thorough review of options to enhance
shareholder value and unanimously concluded that entering into this
agreement with Elliott represents the best way to maximize value.
We remain committed to our mission-critical role and to the success
of our customers, employees and partners. Elliott and Evergreen
have deep technology experience and share our long-term vision for
next-generation traffic visibility across on-premises, cloud and
hybrid infrastructure."
"As the leading provider of visibility solutions that enable
enterprises to guard against network and data breaches, Gigamon has
a strong track record of innovation and delivering customer value
that makes it a compelling investment," said Jesse Cohn, Partner at Elliott. "In partnership
with Evergreen Coast Capital, our private equity affiliate, this is
a landmark transaction in our long history of investing in leading
enterprise technology businesses. We look forward to working with
the management team and employees of Gigamon to build on the
Company's leadership and extend its global relationships with
customers and partners."
"This transaction represents a unique opportunity to invest in
the industry-leading visibility solution in a product category that
is critical to enterprise security," said Isaac Kim, Managing Director of Evergreen.
"Working alongside our team of operating executives, we look
forward to supporting the Company to drive long-term growth through
continued product development, investment in the Company's large
community of channel partners and exploring acquisitions to further
bolster innovation."
Transaction Details
The transaction is expected to close in the first quarter of
2018, subject to customary closing conditions, including regulatory
approvals and the affirmative vote of a majority of the votes cast
by the holders of outstanding shares of Gigamon stock, which will
be sought at a special meeting of shareholders to be scheduled.
Elliott Management and its affiliates currently hold a 7.0%
equity voting stake in the Company and have agreed to vote their
shares in favor of the transaction.
Separately today, Gigamon released financial results for the
third quarter. The news release with the financial results is
accessible on the Company's website. In light of the pending
transaction, the Company has canceled its previously scheduled
conference call.
Advisors
Goldman Sachs & Co. LLC is acting as financial advisor to
Gigamon and Wilson Sonsini Goodrich
& Rosati, Professional Corporation, is acting as legal advisor.
Jefferies Finance LLC is providing financing for Elliott. Jefferies
LLC is acting as financial advisor to Elliott and Gibson, Dunn
& Crutcher is acting as legal advisor. Bank of America
Merrill Lynch is acting as structuring agent and Macquarie Capital
LLC is acting as financial advisor to Evergreen.
About Gigamon
Gigamon (NYSE: GIMO) provides active visibility into physical
and virtual network traffic, enabling stronger security and
superior performance. The Gigamon Visibility Platform and
GigaSECURE®, the industry's first Security Delivery Platform,
deliver advanced intelligence so that security, network, and
application performance management solutions in enterprise,
government, and service provider networks operate more efficiently
and effectively. Learn more at www.gigamon.com, the Gigamon blog or
follow Gigamon on Twitter, LinkedIn or Facebook. See What
Matters.™
About Elliott and Evergreen
Elliott Management Corporation manages two multi-strategy
investment funds which combined have approximately $34 billion of assets under management. Its
flagship fund, Elliott Associates, L.P., was founded in 1977,
making it one of the oldest funds of its kind under continuous
management. The Elliott funds' investors include pension plans,
sovereign wealth funds, endowments, foundations, funds-of-funds,
high net worth individuals and families, and employees of the firm.
This investment is being led by Evergreen Coast Capital, Elliott's
Menlo Park affiliate, which
focuses on technology investing.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements generally relate to future
events, including the timing of the proposed transaction and other
information related to the proposed transaction. In some cases, you
can identify forward-looking statements because they contain words
such as "may," "will," "should," "expects," "plans," "anticipates,"
"could," "intends," "target," "projects," "contemplates,"
"believes," "estimates," "predicts," "potential" or "continue" or
the negative of these words or other similar terms or expressions
that concern the proposed transaction and our expectations,
strategy, plans or intentions regarding it. Forward-looking
statements in this communication include, but are not limited to,
(i) our expectations regarding the timing, completion and expected
benefits of the proposed transaction, (ii) our plans, objectives
and intentions with respect to our future operations, our customers
and our market, and (iii) the expected impact of the proposed
transaction on our business. Our expectations and beliefs regarding
these matters may not materialize, and actual results in future
periods are subject to risks and uncertainties that could cause
actual results to differ materially from those projected. These
risks include the risk that the transaction may not be completed in
a timely manner or at all; the effect of the announcement or
pendency of the transaction on our business relationships, results
of operations and business generally; risks that the proposed
transaction disrupts current plans and operations; and general
market, political, economic and business conditions. The
forward-looking statements contained in this communication are also
subject to other risks and uncertainties, including those more
fully described in our filings with the Securities and
Exchange Commission, including our Annual Report on Form 10-K for
the period ended December 31, 2016 and our most recently
filed quarterly report on Form 10-Q. The forward-looking statements
in this communication are based on information available
to Gigamon as of the date hereof.
Additional Information and Where to Find It
Gigamon will file relevant materials with the Securities and
Exchange Commission (the "SEC") in connection with the proposed
merger, including a preliminary proxy statement on Schedule 14A.
Under the proposed terms, promptly after filing its definitive
proxy statement with the SEC, Gigamon will mail or otherwise make
available the definitive proxy statement and a proxy card to each
stockholder entitled to vote at the special meeting relating to the
proposed transaction. GIGAMON STOCKHOLDERS AND OTHER INVESTORS ARE
ADVISED TO CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC IN RESPECT OF THE PROPOSED MERGER WHEN THEY BECOME
AVAILABLE, AS THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER.
Gigamon stockholders and other investors may obtain free copies of
the definitive proxy statement, the preliminary proxy statement and
other relevant materials in connection with the proposed merger
(when they become available), along with other documents filed by
Gigamon with the SEC, at the SEC's website
(http://www.sec.gov).
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SOURCE Gigamon