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NetScout Systems Files Preliminary Registration
Statement on Form S-4 and Preliminary Proxy Statement for Special Shareholder Meeting Associated with the Acquisition of Danaher’s Communications Business

Date: Wednesday December 3, 2014

WESTFORD, Mass., December 3, 2014 – NetScout Systems, Inc. (NASDAQ: NTCT), an industry leader for advanced network, application and service assurance solutions, announced today that the Company has filed a preliminary Registration Statement on Form S-4 and a preliminary Proxy Statement with the U.S. Securities and Exchange Commission (SEC) in connection with its proposed acquisition of the Communications business of Danaher Corporation (NYSE:DHR).  While this Registration Statement and Proxy Statement have not yet become effective and the information contained therein is subject to change, the filings collectively represent an important milestone in the process of closing this transaction.

Once these filings have been declared effective, NetScout intends to set a date for a special meeting for its stockholders to approve the proposals associated with the transaction, and deliver the final Proxy Statement to its stockholders.  The S-4 Registration Statement and Proxy Statement are available through the SEC’s EDGAR system on www.sec.gov and via NetScout’s website at http://ir.netscout.com/phoenix.zhtml?c=92658&p=irol-acquisitions orhttp://ir.netscout.com/phoenix.zhtml?c=92658&p=irol-sec.  Danaher Corporation has also filed its own preliminary Registration Statement on Form S-4 associated with the transaction. 

As previously announced on October 13, 2014, NetScout entered into a definitive agreement to acquire Danaher’s Communications business, comprising Tektronix Communications, Arbor Networks, and certain parts of Fluke Networks.  The combination of NetScout and Danaher’s Communications business will be structured as a Reverse Morris Trust (RMT) transaction under which Danaher shareholders will receive an aggregate 62.5 million NetScout shares, valued at approximately $2.4 billion based on NetScout’s closing stock price of $38.48 on Wednesday, December 3, 2014. Using the RMT structure, the transaction is expected to be tax free to Danaher and its shareholders. Upon the completion of the merger, Danaher’s shareholders will own approximately 59.5% of the combined company and NetScout shareholders will own approximately 40.5% on a fully diluted basis.

The transaction is expected to close in the summer of 2015, which is the first half of NetScout’s fiscal year 2016, subject to approval by NetScout shareholders, regulatory approvals and other customary closing conditions, as well as the receipt by Danaher of a ruling by the U.S. Internal Revenue Service and opinions of counsel regarding certain tax matters. The Boards of Directors of both companies have unanimously approved the transaction.
About NetScout Systems, Inc.
NetScout Systems, Inc. (NASDAQ:NTCT) is the market leader in application and network performance management solutions that enable enterprise and service provider organizations to assure the quality of the user experience for business and mobile services. NetScout’s technology helps these organizations proactively manage service delivery and identify emerging performance problems, helping to quickly resolve issues that cause business disruptions or negatively impact users of information technology.

Additional Information and Where You Can Find It
NetScout’s Registration Statement on Form S-4, Proxy Statement and other documents concerning the proposed acquisition have been filed with the Securities and Exchange Commission (the “SEC”). Investors are urged to read the S-4 Registration Statement and Proxy Statement, along with other relevant documents filed with the SEC, because they will contain important information. Security holders may obtain a free copy of the Registration Statement and Proxy Statement (when it is available) and other documents filed by NetScout with the SEC at the SEC’s website at www.sec.gov. The Registration Statement and Proxy Statement, along with other documents, may also be obtained for free by contacting Andrew Kramer, Vice President of Investor Relations, by telephone at 978-614-4000, by email at ir@netscout.com, or by mail at Investor Relations, NetScout Systems, Inc., 310 Littleton Road, Westford, MA 01886.

This communication is not a solicitation of a proxy from any security holder of NetScout. However, NetScout, Danaher and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from NetScout’s stockholders in connection with the proposed transaction. Information about NetScout’s directors and executive officers and their beneficial ownership of NetScout’s common stock may be found in its definitive proxy statement relating to its 2014 Annual Meeting of Shareholders filed with the SEC on July 24, 2014. This document can be obtained free of charge from the SEC website at www.sec.gov.

Safe Harbor
Forward-looking statements in this release are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 and other federal securities laws. Investors are cautioned that statements in this press release, which are not strictly historical statements, including without limitation, the statements related to the timing and milestones associated with completing the merger, constitute forward-looking statements which involve risks and uncertainties. Actual results could differ materially from the forward-looking statements due to known and unknown risk, uncertainties, assumptions and other factors. Such factors include the failure to obtain, delays in obtaining or adverse conditions related to obtaining shareholder or regulatory approvals; the anticipated tax treatment of the transaction and related transactions; risks relating to any unforeseen changes to or the effects on liabilities, future capital expenditures, revenue, expenses, synergies, indebtedness, financial condition, losses and future prospects; failure to consummate or delay in consummating the transaction for other reasons; our ability to retain key executives and employees; slowdowns or downturns in economic conditions generally and in the market for advanced network and service assurance solutions specifically, the Company’s relationships with strategic partners, dependence upon broad-based acceptance of the Company’s network performance management solutions, the presence of competitors with greater financial resources than ours and their strategic response to our products; and the ability of NetScout to successfully integrate the merged assets and the associated technology and achieve operational efficiencies. For a more detailed description of the risk factors associated with the Company, please refer to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014 on file with the Securities and Exchange Commission. NetScout assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.

©2014 NetScout Systems, Inc.  All rights reserved. NetScout and the NetScout logo and nGenius are registered trademarks of NetScout Systems, Inc.

 


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