Foundry stockholders group agrees to vote for Brocade Communications merger

By Lisa Kerner

Charlotte, N.C., Sept. 24 - Foundry Networks, Inc. chief executive officer, president and stockholder Bobby R. Johnson Jr. entered into a voting agreement to facilitate the company's merger with Brocade Communications Systems, Inc.

A schedule 13D filed with the Securities and Exchange Commission said Foundry stockholders Celesta Volz Ford, J. Steven Young, Alfred J. Amoroso, C. Nicholas Keating Jr. and Alan L. Earhart also entered into voting agreements in connection with the transaction.

The stockholders agreed to vote their shares in favor of the merger and against any alternate merger transaction.

A total of 11,019,223 shares, or 7.484%, of Foundry common stock are subject to the voting agreements, according to the filing.

The stockholders also have options to purchase a total of 3,216,498 shares of Foundry common stock that are exercisable within 60 days of Sept. 22 and subject to the voting agreement upon exercise.

Foundry stockholders will vote on the merger with Brocade at a special meeting on Oct. 24.

Brocade agreed to acquire Foundry for $19.25 per share in a cash and stock deal valued at $3 billion, it was previously reported.

Foundry shareholders will receive $18.50 per share in cash plus 0.0907 Brocade shares in exchange for each Foundry common share.

Brocade, a San Jose, Calif., network storage equipment company, expects the acquisition to close in the fourth quarter of 2008.

Foundry is a Santa Clara, Calif.-based provider of network switching and routing.

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