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Published on 6/6/2008 in the Prospect News Special Situations Daily.

Blue Coat owns 88.2% of Packeteer after subsequent offering period ends

By Lisa Kerner

Charlotte, N.C., June 6 - Blue Coat Systems, Inc. subsidiary Cooper Acquisition, Inc. completed the subsequent offering for shares of common stock of Packeteer, Inc. at 5 p.m. on June 5.

Packeteer stockholders have tendered, exclusive of guaranteed delivery, a total of 29,223,262 shares, which together with 3,559,117 shares already owned by Blue Coat, represents about 88.2% of the outstanding common shares of Packeteer, a Blue Coat news release stated.

Blue Coat said it will exercise its option under the merger agreement to purchase additional shares directly from Packeteer so that Cooper will own at least a total of 90% of Packeteer's common stock.

According to the release, exercise of the top-up option will permit a short-form merger of Cooper with and into Packeteer under Delaware law.

All remaining outstanding Packeteer shares will be cancelled and converted into the right to receive the same $7.10-per-share price, without interest and less any required withholding taxes, as paid in the tender offer, Blue Coat noted.

It was previously reported that Blue Coat agreed to acquire Packeteer, a Cupertino, Calif., network technology company, for $7.10 per share in a deal valued at some $268 million.

Blue Coat provides hardware appliances and software for controlling and securing web-based communications in the secure internet gateway and wide area network (WAN) application delivery markets. The company is based in Sunnyvale, Calif.


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