Transaction valued at $2.2 billion
MARLBOROUGH, Mass.--(BUSINESS WIRE)--Sept. 28, 2007--3Com
Corporation (NASDAQ: COMS) today announced that it has signed a
definitive merger agreement to be acquired by affiliates of Bain
Capital Partners, LLC, a leading global private investment firm, for
approximately $2.2 billion in cash.
Under the terms of the agreement, shareholders will receive $5.30
in cash for each share of 3Com common stock they hold. This represents
a premium of approximately 44 percent over 3Com's closing price of
$3.68 on September 27, 2007.
The Board of Directors of 3Com has unanimously approved the merger
agreement and has resolved to recommend that 3Com's shareholders adopt
"The 3Com Board of Directors and senior management team have
thoroughly reviewed our strategic alternatives and have determined
that the agreement with Bain Capital provides the best value for 3Com
shareholders," said Edgar Masri, 3Com president and chief executive
officer. "We believe that this agreement better positions 3Com to
establish itself as a global networking leader, which will benefit our
employees, our customers and our partners."
"As business becomes ever more global, companies need to enhance
their technology infrastructure to compete more effectively in the
broader economy," said Jonathan Zhu, a Bain Capital Managing Director,
based in Hong Kong. "3Com has a strong competitive position, and we
believe there are significant opportunities to grow by acquiring
customers and introducing new products. We look forward to working
with the management team and the company's strategic partners to seize
the worldwide growth opportunity that exists for 3Com's communications
As part of the transaction, affiliates of Huawei Technologies will
acquire a minority interest in the company and become a commercial and
strategic partner of 3Com.
The transaction is expected to be completed by the first quarter
of calendar year 2008, subject to receipt of 3Com shareholder
approval, customary regulatory approvals and other customary closing
conditions. Citigroup Global Markets Asia Limited, UBS AG, The
Hongkong and Shanghai Banking Corporation Limited, ABN AMRO Bank N.V.
and Bank of China (Hong Kong) Limited have provided firm financing
commitments to Bain Capital Partners.
Goldman, Sachs & Co. is serving as exclusive financial advisor to
3Com and its Board of Directors, and provided a fairness opinion to
the company in connection with the transaction. Wilson Sonsini
Goodrich & Rosati acted as legal advisor to 3Com in connection with
Citigroup Global Markets, Inc. and UBS Securities LLC are serving
as financial advisors to Bain Capital. Ropes & Gray acted as legal
advisor to Bain Capital in connection with the transaction.
Management will host a conference call and Webcast at 10:00 a.m.
EDT, September 28, 2007, to discuss the transaction. To participate on
the call, U.S. and international parties may dial 913-312-0963.
Alternatively, interested parties may listen to the live broadcast of
the call over the Internet at 3Com's Investor Relations Web site
(www.3com.com/investor) in the Earnings Webcast section. For those
unable to participate on the live call, a 24-hour replay will be
available starting at Noon EDT on September 28 by dialing
719-457-0820, passcode: 2412682.
About 3Com Corporation
3Com Corporation (NASDAQ: COMS) is a leading provider of secure,
converged voice and data networking solutions for enterprises of all
sizes. 3Com offers a broad line of innovative products backed by world
class sales, service and support, which excel at delivering business
value for its customers. 3Com also includes H3C Technologies Co.,
Limited (H3C), a China-based provider of network infrastructure
products. H3C brings high-performance and cost-effective product
development and manufacturing and a strong footprint in one of the
world's most dynamic markets. Through its TippingPoint division, 3Com
is a leading provider of network-based intrusion prevention systems
that deliver in-depth application protection, infrastructure
protection, and performance protection. For further information,
please visit www.3com.com, or the press site www.3com.com/pressbox.
About Bain Capital
Bain Capital, LLC (www.baincapital.com) is a global private
investment firm that manages several pools of capital including
private equity, venture capital, public equity and leveraged debt
assets with more than $50 billion in assets under management. Since
its inception in 1984, Bain Capital has made private equity
investments and add-on acquisitions in over 250 companies in a variety
of industries around the world, and has a team of almost 200
professionals dedicated to investing in and supporting its portfolio
companies. Bain Capital has a long history of investing in technology
businesses, including current investments in SunGard Data Systems,
NXP, Sensata Technologies, FCI, Sun Telephone, Applied Systems and MEI
Conlux. Headquartered in Boston, Bain Capital has offices in Hong
Kong, Shanghai, Tokyo, New York, London and Munich.
Additional Information About the Transaction and Where to Find It
In connection with the proposed merger, 3Com will file a proxy
statement with the Securities and Exchange Commission. Investors and
security holders are advised to read the proxy statement when it
becomes available because it will contain important information about
3Com and the proposed transaction. Investors and security holders may
obtain a free copy of the proxy statement (when available) and other
documents filed by 3Com at the Securities and Exchange Commission's
Web site at http://www.sec.gov. The proxy statement and such other
documents may also be obtained for free from 3Com by directing such
request to 3Com Corporation 350 Campus Drive, Marlborough, MA
01752-3064 Attention: Investor Relations; Telephone: 508-323-1198.
Investors and security holders are urged to read the proxy statement
and the other relevant materials when they become available before
making any voting or investment decision with respect to the proposed
3Com and its directors, executive officers and other members of
its management and employees may be deemed to be participants in the
solicitation of proxies from its shareholders in connection with the
proposed merger. Information concerning the interests of 3Com's
participants in the solicitation is set forth in 3Com's proxy
statements and Annual Reports on Form 10-K, previously filed with the
Securities and Exchange Commission, and in the proxy statement
relating to the merger when it becomes available.
This news release contains forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, including forward-looking statements
regarding our proposed acquisition by Bain, and our business
objectives. These statements are neither promises nor guarantees, but
involve risks and uncertainties that could cause actual results to
differ materially from those set forth in the forward-looking
statements, including, without limitation, risks relating to: our
ability to close the Bain transaction and to execute on our business
plan and other risks detailed in the Company's filings with the SEC,
including those discussed in the Company's annual report filed with
the SEC on Form 10-K for the year ended June 1, 2007.
3Com Corporation does not intend, and disclaims any obligation, to
update any forward-looking information contained in this release or
with respect to the announcements described herein.
Copyright (C) 2007 3Com Corporation. 3Com, the 3Com logo and
TippingPoint are registered trademarks of 3Com Corporation. All other
company and product names may be trademarks of their respective
CONTACT: Media & Investor Relations
John Vincenzo, 508-323-1260
For Bain Capital:
Stanton Crenshaw Communications
Alex Stanton, 212-780-0701
SOURCE: 3Com Corporation