BRCD Brocade Communications Systems, Inc.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us, contain statements that, in our opinion, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” “potential,” “predict,” “aim,” and other similar expressions, among others, which appear in a number of places in this proxy statement (and the documents to which we refer you in this proxy statement) and include, but are not limited to, all statements relating directly or indirectly to the timing or likelihood of consummating the Merger, plans for future growth and other business development activities as well as capital expenditures, financing sources and the effects of regulation and competition and all other statements regarding our intent, plans, beliefs or expectations or those of our directors or officers. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, our actual results may differ materially from our expectations or projections.

The following factors, among others, could cause our actual results to differ materially from those described or implied in these forward-looking statements:

The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s and Ultimate Parent’s respective most recent Annual Reports on Form 10-K and more recent other reports filed with the SEC. The Company and Ultimate Parent can give no assurance that the conditions to the Merger will be satisfied. Except as required by applicable law, neither the Company nor Ultimate Parent undertakes any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

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PARTIES TO THE MERGER

The Company

Brocade Communications Systems, Inc.

130 Holger Way

San Jose, California 95134

(408) 333-8000

The Company is a Delaware corporation with its headquarters in San Jose, California. The Company is a leading supplier of networking hardware, software, and services, including Storage Area Networking solutions and Internet Protocol Networking solutions, for businesses and organizations of various types and sizes. For more information about the Company, please visit our website at http://www.brocade.com . Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC. For more information, see the section of this proxy statement entitled “Where You Can Find More Information,” beginning on page 119. The Company Common Stock is publicly traded on NASDAQ under the symbol “BRCD.”

Ultimate Parent

Broadcom Limited

1 Yishun Avenue 7

Singapore 768923

(65) 6755-7888; and

1320 Ridder Park Drive

San Jose, California 95131

(408) 433-8000

Ultimate Parent is incorporated under the laws of the Republic of Singapore and is co-headquartered in Singapore and San Jose, California. Ultimate Parent is a leading designer, developer and global supplier of a broad range of analog and digital semiconductor connectivity solutions. Ultimate Parent’s extensive product portfolio serves four primary end markets: wired infrastructure, wireless communications, enterprise storage and industrial. Applications for Ultimate Parent’s products in these end markets include data center networking, home connectivity, broadband access, telecommunications equipment, smartphones and base stations, data center servers and storage, factory automation, power generation and alternative energy systems, and displays. For more information about Ultimate Parent, please visit its website at http://www.broadcom.com . This website address is provided as an inactive textual reference only. The information contained on this website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC. For more information, see the section of this proxy statement entitled “Where You Can Find More Information,” beginning on page 119. The common stock of Ultimate Parent is publicly traded on NASDAQ under the symbol “AVGO.”

Parent

Broadcom Corporation

1320 Ridder Park Drive

San Jose, California 95131

(408) 433-8000

Parent is a California corporation and an indirect subsidiary of Ultimate Parent.

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Merger Sub

Bobcat Merger Sub, Inc.

1320 Ridder Park Drive

San Jose, California 95131

(408) 433-8000

Merger Sub is a Delaware corporation that was formed by Parent and its affiliates solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated by the Merger Agreement. Merger Sub is a wholly owned subsidiary of Parent and has not engaged in any business except for activities incidental to its formation and as contemplated by the Merger Agreement. Upon the consummation of the Merger, Merger Sub will cease to exist and the Company will continue as the surviving corporation.

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THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Company Board for use at the special meeting to be held on [●] at [●], local time, at [●], or at any postponement or adjournment thereof. At the special meeting, holders of Company Common Stock will be asked to approve the proposal to adopt the Merger Agreement, to approve the proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement and to approve the Brocade Advisory Proposal on Specified Compensation.

Our stockholders must approve the proposal to adopt the Merger Agreement in order for the Merger to occur. If our stockholders fail to approve the proposal to adopt the Merger Agreement, the Merger will not occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement, and we encourage you to read it carefully in its entirety.

Recommendation of the Board of Directors

After careful consideration of various factors described in the section of this proxy statement entitled “The Merger — Reasons for the Merger; Recommendation of the Board of Directors,” beginning on page 43, the Company Board unanimously (1) determined that the proposed Merger Agreement and Merger were fair to, advisable and in the best interests of the Company’s stockholders, (2) approved the Merger Agreement and the other transactions contemplated by the Merger Agreement, (3) directed that a special meeting of the Company’s stockholders be held for the purposes of voting on the adoption of the Merger Agreement, and (4) recommended that the stockholders vote in favor of the adoption of the Merger Agreement and approve the Merger and the other transactions contemplated by the Merger Agreement.

In considering the recommendation of the Company Board with respect to the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, yours. The Company Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by the stockholders of the Company. For more information, see the section of this proxy statement entitled “The Merger — Interests of Certain Persons in the Merger” beginning on page 64.

The Company Board unanimously recommends that you vote “FOR” the proposal to adopt the Merger Agreement; “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies; and “FOR” the Brocade Advisory Proposal on Specified Compensation.

Record Date and Quorum

We have fixed the close of business on [●] as the record date for the special meeting, and only holders of record of Company Common Stock on the record date are entitled to vote at the special meeting. You are entitled to receive notice of, and to vote at, the special meeting if you owned shares of Company Common Stock at the close of business on the record date. On the record date, there were [●] shares of Company Common Stock issued and outstanding and entitled to vote. Each share of Company Common Stock entitles its holder to one vote on each matter properly coming before the special meeting.

The holders of a majority of the voting power of the issued and outstanding shares of Company Common Stock entitled to vote thereat, present in person or represented by proxy, will constitute a quorum for the transaction of business at the special meeting. Shares of Company Common Stock for which a stockholder directs an “abstention” from voting, as well as “broker non-votes” (as described below), will be counted for purposes of establishing a quorum. A quorum is necessary to transact business at the special meeting. Once a

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share of Company Common Stock is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any adjournment of the special meeting. However, if a new record date is set for the adjourned special meeting, then a new quorum will have to be established. In the event that a quorum is not present at the special meeting, it is expected that the special meeting will be adjourned or postponed.

Attend ance

If you are a stockholder of record, that is, you hold your shares in an account with our transfer agent, Wells Fargo Bank, N.A., or you have a Company stock certificate, you may attend the special meeting by presenting a photo identification acceptable to us, such as a valid driver’s license or passport.

If your shares are held in “street name,” that is, you hold your shares in an account with a bank, brokerage firm or other nominee, you may also attend the special meeting by presenting a photo identification acceptable to us, such as a valid driver’s license or passport. However, you may not vote your shares in person at the special meeting unless you follow your broker or bank’s procedures for obtaining a legal proxy and then present that legal proxy for verification at the special meeting.

Vote Required

Approval of the proposal to adopt the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on the matter. For the proposal to adopt the Merger Agreement, you may vote “ FOR ,” “ AGAINST ” or “ ABSTAIN .” Abstentions will not be counted as votes cast in favor of the proposal to adopt the Merger Agreement, but will count for the purpose of determining whether a quorum is present. If you fail to submit a proxy or to vote in person at the special meeting, or abstain, it will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

Assuming a quorum is present, approval of the proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies, requires the affirmative vote of the holders of a majority of the Company Common Stock having voting power present in person or represented by proxy at the special meeting and entitled to vote on the matter. For the proposal to adjourn the special meeting, you may vote “ FOR ,” “ AGAINST ” or “ ABSTAIN .” For purposes of this proposal, abstentions will be counted in tabulating the votes cast and will have the same effect as a vote “ AGAINST ” the proposal. Broker non-votes will not be counted in tabulating the votes cast and will not have an effect on the proposal to adjourn the special meeting. If you fail to submit a proxy or vote in person at the special meeting, the shares of Company Common Stock not voted will not be counted in respect of, and will not have an effect on, the proposal to adjourn the special meeting.

Assuming a quorum is present, approval of the Brocade Advisory Proposal on Specified Compensation requires the affirmative vote of the holders of a majority of the Company Common Stock having voting power present in person or represented by proxy at the special meeting and entitled to vote on the matter. For the Brocade Advisory Proposal on Specified Compensation, you may vote “ FOR ,” “ AGAINST ” or “ ABSTAIN .” For purposes of this proposal, abstentions will be counted in tabulating the votes cast and will have the same effect as a vote “ AGAINST ” the proposal. Broker non-votes will not be counted in tabulating the votes cast and will not have an effect on the Brocade Advisory Proposal on Specified Compensation. If you fail to submit a proxy or vote in person at the special meeting, the shares of Company Common Stock not voted will not be counted in respect of, and will not have an effect on, the Brocade Advisory Proposal on Specified Compensation.

If you are a stockholder of record, this proxy statement and proxy card have been sent directly to you by the Company. If your shares are held in “street name” in an account with a bank, brokerage firm or other nominee, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee. As the beneficial

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owner of Company Common Stock, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting.

Most stockholders can vote over the Internet or by telephone. You can also vote your shares by completing and returning the appropriate portion of the enclosed proxy card or, if you hold shares in “street name,” a voting instruction form. If Internet and telephone voting are available to you, you can find voting instructions in the materials sent to you.

You can revoke your proxy (including any Internet or telephone vote) at any time before it is exercised by timely delivery of a properly executed, later-dated proxy or by voting in person at the special meeting.

How you vote will in no way limit your right to vote at the meeting if you later decide to attend in person. However, if your shares are held in “street name,” you must obtain a legal proxy, executed in your favor, from your brokerage firm or other holder of record, to be able to vote at the meeting.

All shares entitled to vote and represented by your properly completed proxy received prior to the meeting and not revoked will be voted at the meeting in accordance with your instructions.

If you choose to vote by mailing the appropriate portion of the enclosed proxy card, your proxy card must be received before the special meeting begins. Please do not send in your stock certificates with your proxy card. After the Merger is consummated, if you are a record holder of certificated shares of Company Common Stock, a separate letter of transmittal and instructions for use in effecting the surrender of stock certificates will be mailed to you that will enable you to receive the Merger Consideration in exchange for your stock certificates.  

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, or your proxies, will vote your shares of Company Common Stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Company Common Stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of Company Common Stock should be voted on a matter, the shares of Company Common Stock represented by your properly signed proxy will be voted “ FOR ” the proposal to adopt the Merger Agreement, “ FOR ” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies and “ FOR ” the Brocade Advisory Proposal on Specified Compensation.

If you have any questions or need assistance voting your shares, please call Innisfree M&A Incorporated, the Company’s proxy solicitor, toll-free at (888) 750-5834 from the U.S. or Canada. Banks and brokers may call collect at (212) 750-5833.

It is important that you vote your shares of Company Common Stock promptly. Whether or not you plan to attend the special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or the Internet. Stockholders who attend the special meeting may revoke their proxies by voting in person.

Shares Held by the Company’s Directors and Executive Officers

As of [●], the record date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, [●] shares of Company Common Stock, representing [●]% of the outstanding shares of Company Common Stock on the record date. The directors and executive officers have informed the Company that they currently intend to vote all of their shares of Company Common Stock “ FOR ” the proposal to adopt the Merger Agreement, “ FOR ” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies and “ FOR ” the Brocade Advisory Proposal on Specified Compensation.

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Pursuant to the Support Agreement, which is attached to this proxy statement as Annex D , our directors and executive officers are obligated to, among other things, vote their shares of Company Common Stock in favor of the proposal to adopt the Merger Agreement. For more information, see the section of this proxy statement entitled “The Support Agreement” beginning on page 105.

Proxies and Revocation

Any stockholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet, or by returning the appropriate portion of the enclosed proxy card in the accompanying prepaid reply envelope, or may vote in person by appearing at the special meeting. If your shares of Company Common Stock are held in “street name” through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of Company Common Stock using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote in person at the special meeting, or do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, your shares of Company Common Stock will not be voted on the proposal to adopt the Merger Agreement, which will have the same effect as a vote “ AGAINST ” the proposal to adopt the Merger Agreement, but will not have an effect on approval of the proposal to adjourn the special meeting or the Brocade Advisory Proposal on Specified Compensation.

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting at a later date through any of the methods available to you or by attending the special meeting and voting in person. If your shares of Company Common Stock are held in “street name” by your bank, brokerage firm or other nominee, please follow the instructions you receive from your bank, brokerage firm or other nominee to change your vote.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed, including for the purpose of soliciting additional proxies as described in the section of this proxy statement entitled “Authority to Adjourn the Special Meeting (Proposal No. 2)” beginning on page 109, if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement or if a quorum is not present at the special meeting. Other than an announcement to be made at the special meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting that was adjourned or postponed.

Anticipated Date of Completion of the Merger

We are working toward completing the Merger as soon as possible. Assuming timely satisfaction of necessary closing conditions, including regulatory approvals and the approval by our stockholders of the proposal to adopt the Merger Agreement, we presently anticipate that the Merger will be completed in the second half of our fiscal year 2017, which begins on April 30, 2017 and ends on October 28, 2017.

Rights of Stockholders Who Seek Appraisal

If the Merger is consummated, Company stockholders who properly demand appraisal of their shares, who do not vote in favor of the adoption of the Merger Agreement, who continuously hold such shares through the effective time of the Merger and who meet certain other conditions and statutory requirements described herein will be entitled to appraisal rights in connection with the Merger under Section 262 of the DGCL. This means that such stockholders will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Company Common Stock, exclusive of any

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elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court (subject, in the case of interest payments, to any voluntary cash payments made by Company pursuant to subsection (h) of Section 262 of the DGCL, as described in more detail in the section of this proxy statement entitled “Appraisal Rights” beginning on page 111). Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

To exercise appraisal rights under Section 262 of the DGCL, the stockholder of record must (1) submit a written demand for appraisal to the Company before the vote is taken on the proposal to adopt the Merger Agreement; (2) not vote, in person or by proxy, in favor of the proposal to adopt the Merger Agreement; and (3) continue to hold the subject shares of Company Common Stock of record through the effective time of the Merger. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Company unless certain stock ownership conditions are satisfied by the stockholders seeking appraisal, as described further in the section of this proxy statement entitled “Appraisal Rights” beginning on page 111. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and a copy of the relevant section of the DGCL regarding appraisal rights is attached as Annex C to this proxy statement. If you hold your shares of Company Common Stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee.

Solicitation of Proxies; Payment of Solicitation Expenses

We have engaged Innisfree M&A Incorporated to assist in the solicitation of proxies and provide related advice and informational support for a services fee of $20,000, plus customary disbursements. We have also agreed to indemnify Innisfree M&A Incorporated against losses arising out of its provision of these services on our behalf. In addition, the Company may also reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares of Company Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Company Common Stock and in obtaining voting instructions from those owners. Directors, officers and employees of ours may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Householding

We use a practice approved by the SEC called “householding.” Under this practice, stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials receive only one copy of our proxy materials at that address, unless one or more of those stockholders has notified us that they wish to receive individual copies. If you are a record holder and would like to receive a separate copy of this proxy statement, please contact our transfer agent, Wells Fargo Shareowner Services, by telephone at (800) 468-9716 or by facsimile at (651) 450-4033. If you are a beneficial owner and would like to receive a separate copy of this proxy statement, please contact your brokerage firm. Each stockholder who participates in householding will continue to be able to access or receive a separate proxy card.

If you share an address with another Company stockholder and would like to start or stop householding for your account, please contact our Investor Relations Group at (408) 333-8000, write to Investor Relations, Brocade Communications Systems, Inc., 130 Holger Way, San Jose, California 95134, or send an email to our Investor Relations Group at investor-relations@brocade.com.

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Please be aware that if you choose to access those materials over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible.

Allowing us to household materials or electing to view them over the Internet will help us save on the cost of printing and distributing those materials and reduce the impact on the environment.

Questions and Additional Information

If you have more questions about the Merger, the special meeting or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders may call toll-free: (888) 750-5834

Banks and brokers may call collect: (212) 750-5833

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A . You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

General

The Merger Agreement provides that Merger Sub will merge with and into the Company. The Company will be the surviving corporation in the Merger and will continue to do business following the Merger as a wholly owned subsidiary of Parent. As a result of the Merger, the Company will cease to be a publicly traded company. If the Merger is consummated, you will not own any shares of the capital stock of the surviving corporation.

In the Merger, each outstanding share of Company Common Stock, except for the Excluded Shares, will be converted into the right to receive $12.75 in cash, without interest, less any required tax withholding.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation among the Corporate Development Committee of the Company Board (the “ Corporate Development Committee ”), the Transaction Committee of the Company Board (the “ Transaction Committee ”), the Company Board or the representatives of the Company, Ultimate Parent, Parent, and other parties.

The Company Board regularly evaluates the Company’s strategic direction and ongoing business plans with a view toward strengthening the Company’s business and enhancing stockholder value. As part of this evaluation, the Company Board has, from time to time, considered exploring a variety of strategic alternatives. These have included, among others: (1) the continuation of the Company’s current business plan; (2) investment in, and development of, new products; (3) opportunities for potential expansion into new business lines through acquisitions and combinations of the Company with other businesses such as the Company’s recent acquisitions of Ruckus Wireless, Inc. (“ Ruckus ”), Connectem Inc., and the SteelApp virtual application delivery controller product line from Riverbed Technology, Inc.; and (4) a possible sale of the Company or one or more of its business units.

In May 2016, Mr. Tom Krause, Vice President of Corporate Development and Acting Chief Financial Officer of Ultimate Parent, contacted Mr. Ted Rado, Vice President of Corporate Development of the Company, to arrange a meeting with Mr. Rado.

On May 19, 2016, Messrs. Krause and Rado held a meeting in which Mr. Krause expressed Ultimate Parent’s interest in exploring an acquisition of the Company’s fibre channel business. They did not discuss price or any other potential terms. However, Mr. Krause stated that, if a transaction were going to be completed, Ultimate Parent would want to enter into it expeditiously. Messrs. Krause and Rado also discussed scheduling a meeting to introduce Mr. Carney and Mr. Hock E. Tan, the Chief Executive Officer and President of Ultimate Parent.

On May 27, 2016, the Company completed its previously announced acquisition of Ruckus.

On June 2, 2016, Mr. Ken Hao, a Managing Partner and Managing Director at Silver Lake Partners, met with Mr. Carney following an introduction from Evercore that occurred in May 2016. Mr. Hao is also a member of the board of directors of Ultimate Parent and Silver Lake Partners is a long-term investor in Ultimate Parent. Mr. Hao expressed an interest in exploring ways in which Silver Lake might engage in a variety of strategic transactions with Brocade. Mr. Hao also noted that he was aware that Mr. Krause had expressed Ultimate Parent’s interest in acquiring the Company’s fibre channel business, and Mr. Carney indicated to Mr. Hao that the Company’s fibre channel business was not for sale.

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Later on June 2, 2016, Mr. Carney met with Mr. Tan, who expressed Ultimate Parent’s interest in acquiring the Company’s fibre channel business. Mr. Carney informed Mr. Tan that the Company was focused on executing its standalone strategy and integration of Ruckus. Mr. Carney stated that the Company was not interested in selling its fibre channel business.

On June 6, 2016, Mr. Tan called Mr. Carney to indicate Ultimate Parent’s interest in acquiring the Company as a whole and to suggest a follow-up in person meeting to discuss Ultimate Parent’s interest further. Mr. Carney informed Mr. Tan again that the Company was not seeking a sale of the entire Company, but that he would bring to the Company Board’s attention any unsolicited proposal that he received and that the Company Board, consistent with its fiduciary duties, would evaluate any such proposal in due course.

On June 7, 2016, during a previously scheduled Company Board meeting, Mr. Carney informed the Company Board about his discussions with Mr. Tan and Ultimate Parent’s interest in acquiring the Company’s fibre channel business, or, if necessary, the Company as a whole, emphasizing that Mr. Tan did not provide a specific offer. The Company Board indicated that it concurred with Mr. Carney’s prior position on behalf of the Company with respect to Ultimate Parent’s interest in acquiring the fibre channel business or the Company as a whole and confirmed that it would evaluate any bona fide proposal put forth by any party for a sale of the entire Company.

Later in June 2016, Mr. Carney spoke with Mr. Tan and conveyed the Company’s position with respect to Ultimate Parent’s interest in acquiring the Company’s fibre channel business, or the Company as a whole, as determined at the Company Board meeting on June 7, 2016. Messrs. Tan and Carney decided to hold an in person meeting in July 2016.

On July 12, 2016, Mr. Carney met with Messrs. Tan and Hao to discuss Ultimate Parent’s interest in a potential acquisition of the entire Company. Mr. Carney requested that they provide the Company with a written offer or indication of interest that he could bring back to the Company Board. Messrs. Tan and Hao indicated that Ultimate Parent would submit an indication of interest and a due diligence request list shortly.

On July 14, 2016, Ultimate Parent delivered via email to Mr. Carney a written non-binding confidential indication of interest for the acquisition of the entire Company, which did not contain any information as to price for the acquisition (the “ Initial Indication of Interest ”). Ultimate Parent indicated in the Initial Indication of Interest that it would be willing to proceed on an accelerated timeframe and further indicated that it would expect a period of exclusive negotiations in connection with negotiating a transaction. On the same date, Mr. Krause delivered to Mr. Carney a draft non-disclosure agreement, a request to commence due diligence reviews and an agenda for a meeting requested by Ultimate Parent, at which representatives of the Company would be asked to provide a management presentation to Ultimate Parent.

Later on July 14, 2016, Company management notified the Company Board of the Company’s receipt of the Initial Indication of Interest and requested the members’ availability for a Company Board meeting.

On July 20, 2016, the Company Board met, with members of Company management and representatives of Evercore and the Company’s outside legal advisor, Wilson Sonsini Goodrich & Rosati (“ Wilson Sonsini ”), in attendance. Evercore was invited to the meeting due to Evercore’s expertise and knowledge of and familiarity with the Company’s business and the industry in which the Company operates, Evercore’s engagements by the Company for advice on the Company’s recent acquisitions (including Ruckus), and Evercore’s early assistance with arranging discussions between the Company and Ultimate Parent. Evercore indicated that it had previously been engaged by a committee of the board of directors of Parent in connection with the acquisition of Parent by Avago Technologies Limited, which was completed in February 2016. The Company Board discussed the Initial Indication of Interest and whether to engage with Ultimate Parent in discussions concerning a strategic transaction. The representatives of Wilson Sonsini discussed with the members of the Company Board their fiduciary duties under Delaware law in the context of a potential sale of the Company as well as other legal

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considerations in connection with such a transaction. The Company Board discussed the process for engaging in an exploration of the Company’s value on a standalone basis and in connection with a potential strategic transaction and the possibility of evaluating the interest of other parties in acquiring the Company. The Company Board also briefly discussed the engagement of Evercore to assist the Company and the Company Board with the process and noted Evercore’s early engagement in the initial interaction with Ultimate Parent and its historical service to the Company. After discussion, the Company Board determined that Company management should prepare for and schedule a management presentation with Ultimate Parent and provide financial and other due diligence materials to Ultimate Parent at that time to explore the possibility of a strategic transaction. Management discussed with the Company Board certain strategic considerations and the potential timing of a meeting with Ultimate Parent and recommended that it take place in September, after the close of the Company’s third fiscal quarter (“ Q3 FY16 ”) on July 30, 2016 and the Company’s planned announcement of the Q3 FY16 financial results on August 25, 2016, so that Company management could focus on the close of Q3 FY16 and the financial results from Q3 FY16 would be publicly available. The Company Board concurred with management’s proposed timing of the meeting in September, and following a conversation between Mr. Carney and Mr. Tan, the meeting was subsequently scheduled for September 14, 2016.

After the Company Board meeting, upon Mr. Carney’s direction, Dan Fairfax, Senior Vice President and Chief Financial Officer, contacted Evercore to discuss the terms of its engagement and core fee constructs. On July 21, 2016, Evercore sent to Mr. Fairfax a summary of past transactions and fees paid to investment bankers for those transactions, for reference.

On July 22, 2016, the Company received a draft engagement letter agreement from Evercore pursuant to which Evercore would serve as the Company’s financial advisor in connection with the exploration of a potential sale of the Company as well as other strategic options (the “ Engagement Letter ”). For the reasons described above and the Company’s past experience with Evercore, the Company determined that it was more efficient and effective to engage Evercore rather than to assess potential, alternative financial advisors.

On July 30, 2016, the Company closed its Q3 FY16.

On August 25, 2016, the Company announced its Q3 FY16 financial results as previously scheduled.

On August 30, 2016, Mr. Carney met with Mr. Tan at Mr. Tan’s request to further discuss a potential strategic transaction between the Company and Ultimate Parent. Mr. Tan reiterated Ultimate Parent’s interest in a strategic transaction and indicated that Ultimate Parent would be prepared to submit a revised indication of interest with pricing after the conclusion of the September 14, 2016 presentation by Company management to Ultimate Parent.

On September 8, 2016, the Company finalized and executed a non-disclosure agreement with Ultimate Parent dated September 6, 2016, which provided, among other things, for a twelve-month “standstill” restriction on Ultimate Parent that would, among other things, restrict Ultimate Parent’s rights to acquire securities of the Company outside of a negotiated strategic transaction with the Company and which restriction would terminate if the Company entered into an acquisition transaction with any third party.

On September 12, 2016, the Corporate Development Committee held its standing meeting, with members of Company management and representatives of Evercore and Wilson Sonsini in attendance. Also attending the meeting at the Corporate Development Committee’s invitation was Company Board member and Chairwoman of the Audit Committee, Ms. Judy Bruner. The Corporate Development Committee is a standing committee of the Company Board whose purpose is to work with Company management to review, consider and in certain cases approve potential strategic and investment transactions that are consistent with the Company’s strategy and to act as the formal liaison to the Company Board in connection with such activities. The Corporate Development Committee also has the authority to approve the engagement of financial advisors. The members of the Corporate Development Committee were Messrs. Dave Roberson (Chairman), Dave House and John Gerdelman and

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Ms. Kim Goodman. At the meeting, the Corporate Development Committee reviewed and approved the terms of the Engagement Letter with Evercore, which had previously been negotiated between Evercore and the Company management, and, given the proposed transaction for which Evercore was to be engaged, determined that the Committee also should have its approval of the Engagement Letter ratified by the full Company Board at a Company Board meeting scheduled for the following day. The Corporate Development Committee also reviewed due diligence materials with Wilson Sonsini, including a management presentation (which included the September Management Case (as defined in the section of this proxy statement entitled “The Merger — Certain Company Forecasts” beginning on page 58)) that was to be provided to representatives of Ultimate Parent during the upcoming meeting with Ultimate Parent on September 14, 2016. Representatives of Evercore presented its materials for discussion at the Company Board meeting the following day, including a preliminary financial analysis of the Company that was based on the September Management Case and the Research Case Forecasts (as defined in the section of this proxy statement entitled “The Merger — Certain Company Forecasts” beginning on page 58). The Corporate Development Committee provided input for the management presentation and asked that Company management provide the requested due diligence materials to Ultimate Parent later that day, in preparation for the September 14, 2016 meeting.

Later on September 12, 2016, the Company provided the September Management Case and other requested due diligence materials to Ultimate Parent.

On September 13, 2016, the Company Board met, with members of Company management and representatives of Evercore and Wilson Sonsini in attendance. At the meeting, Mr. Carney described to the Company Board his meetings with Messrs. Tan and Hao, relayed Ultimate Parent’s interest in a potential strategic transaction with the Company and noted a scheduled management presentation with Ultimate Parent the following day. Representatives of Evercore discussed with the Company Board potential strategic options for the Company, as well as the preliminary financial analysis of the Company that was based on the September Management Case and the Research Case Forecasts and information regarding Ultimate Parent. The Company Board discussed the Company’s strategic alternatives, including potential approaches for engaging with Ultimate Parent and conducting an outreach process to gauge the interest of third parties in a strategic transaction with the Company. The representatives of Wilson Sonsini discussed with the members of the Company Board their fiduciary duties with respect to a potential acquisition of the Company under Delaware law. At the meeting, the Company Board ratified the Corporate Development Committee’s approval of the Engagement Letter and directed Company management to execute the Engagement Letter.

On September 14, 2016, the parties held a due diligence meeting at the offices of Latham & Watkins LLP (“ Latham & Watkins ”), outside legal counsel to Ultimate Parent. Present at the meeting for Ultimate Parent were Messrs. Tan, Krause, Charles Kawwas, Senior Vice President and Chief Sales Officer, and Ram Velaga, Senior Vice President and General Manager, Switching Products, as well as two representatives of Silver Lake Partners, Mr. Hao and Mr. Ryan Bone, who were providing assistance to Ultimate Parent in conducting a financial analysis of a potential transaction. Present at the meeting for the Company were Messrs. Carney, Rado, Fairfax, and Ken Cheng, Chief Technology Officer and Senior Vice President, Corporate Development and Emerging Business. The members of Company management present at the meeting made a presentation concerning the Company, including an overview of the Company and its business segments, including market positioning, growth opportunities, and the September Management Case.

On September 15, 2016, Messrs. Carney and Tan met to continue to discuss a potential strategic transaction between the Company and Ultimate Parent. At the meeting, Mr. Tan verbally indicated that Ultimate Parent would be delivering a written non-binding indication of interest related to the acquisition of the Company for a cash price of $12.00 per share of Company Common Stock.

On September 16, 2016, the Company executed the Engagement Letter with Evercore.

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Later on September 16, 2016, Ultimate Parent delivered to the Company a confidential non-binding indication of interest to acquire the Company at a price of $12.00 per share in cash (the “ September 16 Indication of Interest ”). The price represented a premium of approximately 34% to the Company’s closing stock price that day. The September 16 Indication of Interest indicated that the acquisition would not be subject to any financing conditions. The September 16 Indication of Interest also indicated that Ultimate Parent sought to reach execution of a definitive agreement by October 30, 2016.

Also on September 16, 2016, as a follow-up to an introductory phone call that had taken place on August 12, 2016, between a representative of a private equity sponsor, which we refer to as Sponsor A, and Mr. Rado, representatives of the Company, including Messrs. Carney and Rado, met with a senior representative of Sponsor A to introduce each party to the business of the other party and to discuss Sponsor A’s interest in various potential strategic transactions involving Sponsor A, one of Sponsor A’s portfolio companies, and the Company. An acquisition of the Company by Sponsor A was not one of the possible strategic transactions discussed at such meeting.

On September 17, 2016, the Corporate Development Committee met, with members of Company management and representatives of Evercore and Wilson Sonsini in attendance, to discuss the September 16 Indication of Interest. Also attending the meeting at the Corporate Development Committee’s invitation was Ms. Bruner. The members of the Corporate Development Committee discussed their views on the proposed $12.00 per share purchase price, as well as potential responses to Ultimate Parent, including potential approaches to negotiate for a higher per share purchase price. The Corporate Development Committee determined that the Company would not respond to Ultimate Parent until after both Company’s regularly scheduled analyst day that was scheduled to take place on September 21, 2016 and a meeting of the full Company Board to review and discuss the September 16 Indication of Interest.

On September 21, 2016, as had been previously scheduled, the Company conducted its annual analyst day in New York City, which included in person presentations to a gathering of its institutional stockholders and other financial analysts, many of whom wrote regular reports on the financial performance and future outlook of the Company. The presentations included the Company’s updated two-year financial model, as well as its estimated structural tax rate and cash flow models. The analyst day presentations were webcast and made available on the Company’s website. Also on September 21, 2016 and throughout the rest of that week, Company executives had follow-up meetings with institutional stockholders and financial analysts in New York, Boston, Chicago, Toronto, Dallas and San Francisco to present and discuss the information presented at the analyst day meeting.

On September 23, 2016, the Corporate Development Committee met, with members of Company management and representatives of Evercore and Wilson Sonsini in attendance, to discuss potential responses to the September 16 Indication of Interest (including identifying factors that might be advanced by the Company in discussions with Ultimate Parent to achieve an increased proposed price), a list of potential third parties that the Company could consider contacting as part of a process for exploring potential strategic alternatives for the Company, and the timing for next steps. Also attending the meeting at the Corporate Development Committee’s invitation was Ms. Bruner. The representatives of Evercore discussed Evercore’s updated preliminary financial analysis of the Company that was based on the September Management Case and the Research Case Forecasts and updated to reflect the details of the September 16 Indication of Interest.

On September 25, 2016, the Company Board met, with members of Company management and representatives of Evercore and Wilson Sonsini in attendance. The representatives of Evercore discussed Evercore’s updated preliminary financial analysis of the Company that was based on the September Management Case and the Research Case Forecasts as well as the proposal that Ultimate Parent had articulated to acquire the entire Company and then divest the Company’s IP Networking business. The Company Board discussed potential responses to the Ultimate Parent proposal, including identifying key factors that might be advanced by the Company in discussions with Ultimate Parent to achieve an increased proposed price. Representatives of Evercore also discussed with the Company Board a list of potential third parties that the Company could consider

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contacting as part of a process for exploring potential strategic alternatives for the Company. The Company Board instructed Mr. Carney to respond to Ultimate Parent that $12.00 per share did not represent sufficient value and was not a price the Company Board would accept, but that representatives of the Company would be available to meet with Ultimate Parent to discuss additional factors that would support an increase in the price to be paid by Ultimate Parent. The Company Board also determined not to contact third parties regarding their potential interest in a strategic transaction with the Company until receiving from Ultimate Parent a revised proposal containing a potentially acceptable purchase price.

Later on September 25, 2016, at the direction of the Company Board, Mr. Carney contacted Mr. Tan and indicated that $12.00 per share was not a price that the Company Board would accept. Messrs. Carney and Tan agreed that Messrs. Rado and Krause would meet to discuss additional factors that could support an increase in the purchase price for the Company.

On September 30, 2016, Messrs. Rado and Krause met. Mr. Rado presented a number of factors that the Company believed could support a higher purchase price for the Company, including standalone value creation projects already underway at the Company and additional opportunities for synergies. Mr. Krause agreed to consider such factors, but indicated during the meeting that it would be highly unlikely that these factors would support a major price movement.

On October 2, 2016, Messrs. Carney and Tan spoke by telephone. Mr. Carney indicated that the Company Board would not support a transaction with Ultimate Parent unless there was a higher price than $13.00 per share. Mr. Tan stated that he could not support a price at that level, but that he would be convening a meeting of Ultimate Parent’s board of directors to authorize a revised acquisition proposal providing for a per share purchase price of $12.75. Mr. Tan indicated that the revised proposed purchase price would be a “best and final” proposal from Ultimate Parent and that, if the Company Board elected to proceed based on that proposal, Ultimate Parent would expect to work toward signing a definitive agreement within thirty days. The proposed purchase price represented a premium of approximately 38.1% to the Company’s closing stock price on September 30, 2016, the most recent trading day.

On October 3, 2016, the Company received a confidential non-binding indication of interest (the “ October 3 Indication of Interest ”) from Ultimate Parent with a purchase price of $12.75 per Company share in cash. The October 3 Indication of Interest provided that it was Ultimate Parent’s “best and final proposal” and that Ultimate Parent wished to execute a definitive agreement by October 30, 2016 .

On October 4, 2016, the Corporate Development Committee met, with members of Company management and representatives of Evercore and Wilson Sonsini in attendance, to discuss the October 3 Indication of Interest. Also attending the meeting at the Corporate Development Committee’s invitation was Ms. Bruner. The Corporate Development Committee received an update from Messrs. Carney and Rado on recent conversations with representatives of Ultimate Parent and discussed additional opportunities for advocating for a higher purchase price from Ultimate Parent. After discussion, the Corporate Development Committee determined to recommend to the Company Board that the $12.75 per share purchase price proposed by Ultimate Parent was sufficient to continue negotiations with Ultimate Parent, and that given Ultimate Parent’s indication that the price contained in the October 3 Indication of Interest was a “best and final” proposal, it was unlikely that further negotiation between the Company and Ultimate Parent, without any third-party competing bids, would yield further increases in the purchase price from Ultimate Parent. The Corporate Development Committee, members of Company management, and representatives of Evercore and Wilson Sonsini then discussed the parameters of an outreach process to validate whether there were any other interested parties that might be interested in engaging in a potential strategic transaction with the Company that would result in a per share purchase price exceeding $12.75. At the conclusion of that discussion, the Corporate Development Committee determined to recommend to the Company Board that the Company contact the most likely potential acquirers (including strategic buyers and private equity sponsors) as determined by Company management, Evercore and the Company Board. The Corporate Development Committee also determined to recommend to the Company Board

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that the Company Board form a transaction committee to oversee and direct Company management and engage with the Company’s advisors with respect to the exploration, evaluation and negotiation of strategic alternative transactions, including with respect to the October 3 Indication of Interest.

On October 5, 2016, the Company Board met, with members of Company management and representatives of Evercore and Wilson Sonsini in attendance. The representatives of Evercore presented a summary of its updated preliminary financial analysis of the Company, based on the October 3 Indication of Interest, the September Management Case and the Research Case Forecasts. The representatives of Wilson Sonsini discussed with the members of the Company Board their fiduciary duties under Delaware law. The Company Board heard the recommendations of the Corporate Development Committee and Evercore regarding the strategy for engaging with Ultimate Parent and soliciting additional third-party interest. After discussion, the Company Board concurred with the recommendations of the Corporate Development Committee and Evercore to continue engagement with Ultimate Parent, and further instructed Company management and Evercore to contact four strategic acquirers and four private equity sponsors (including Sponsor A), selected by the Company Board with advice from Evercore on the basis of (1) likely interest in engaging in a strategic transaction with the Company and (2) financial capacity to engage in a strategic transaction with the Company. In addition, in light of the potentially significant workload involved in negotiating with Ultimate Parent and managing the solicitation process, and the possibility that in connection with such exploration Company management might need feedback and direction on relatively short notice, the Company Board created the Transaction Committee. The Transaction Committee, which was a subcommittee of the Corporate Development Committee, was authorized to oversee and direct Company management and engage with the Company’s advisors with respect to the exploration, evaluation and negotiation of strategic transactions, including the October 3 Indication of Interest, and to report to the Company Board on a regular basis for the Company Board to determine whether to approve any such transactions. The Company Board retained the authority to approve any transaction. The Company Board appointed Mr. Roberson, the Chairman of the Corporate Development Committee, and Mr. House, a member of the Corporate Development Committee and the Chairman of the Company Board, to serve on the Transaction Committee because of their experience with strategic transactions and availability to assist with the process.

Later on October 5, 2016, at the direction of the Company Board, Mr. Carney contacted Mr. Tan and indicated that the Company would need to conduct a solicitation process to determine whether any third parties might have an interest in engaging in a strategic transaction with the Company.

Also on October 5, 2016, Ultimate Parent commenced its full due diligence process, including by delivering a legal due diligence request list and conducting an initial due diligence call with the Company. Throughout the remainder of October 2016, representatives of Ultimate Parent, the Company and their respective legal counsels convened on multiple occasions to discuss due diligence matters.

On October 5 and 6, 2016, at the request of the Company Board, members of Company management and representatives of Evercore contacted the eight parties previously selected by the Company Board with advice from Evercore, including four potential strategic acquirers and four private equity sponsors. Of the parties contacted, two of the potential strategic acquirers promptly declined to participate in the process, and the other two potential strategic acquirers indicated that they would need to review the opportunity before deciding whether to participate. All four of the private equity sponsors agreed to participate in the process and received draft non-disclosure agreements, which did not contain any “standstill” provisions.

On October 6, 2016, one of the private equity sponsors, which we refer to as Sponsor B, submitted a request to Evercore that it be permitted to collaborate as a co-bidder with an additional strategic acquirer with which it had a relationship.

On October 7, 2016, the Transaction Committee met, with members of Company management and representatives of Evercore and Wilson Sonsini in attendance, to receive an update on the initial feedback from the parties contacted in the solicitation process. Representatives of Evercore reported that two of the strategic

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acquirers contacted had declined to participate in the process, that the Company was awaiting responses from the other two potential strategic acquirers, and that all four private equity sponsors contacted had agreed to participate in the process. The Transaction Committee also discussed Sponsor B’s request that it be permitted to collaborate as a co-bidder with an additional strategic acquirer.

Later on October 7, 2016, based on feedback from, and at the request of, the Transaction Committee, Evercore responded to Sponsor B and indicated that Sponsor B would be permitted to collaborate with the aforementioned strategic acquirer in the manner requested.

On October 8, 2016, at a follow-up introductory meeting requested by Sponsor A and set up by Mr. Rado for the purpose of meeting in person, Mr. Carney met with the managing partner of Sponsor A to discuss various potential commercial relationships, which discussions did not reference any acquisition transaction between the parties.

On October 10, 2016, one of the strategic acquirers contacted by Evercore formally confirmed that it was not interested in engaging in a strategic transaction with the Company.

On October 11, 2016, the Transaction Committee met, with members of Company management and representatives of Evercore and Wilson Sonsini in attendance, to receive an update on the solicitation process. Representatives of Evercore reported on the responses to date from strategic acquirers. The Transaction Committee inquired of Evercore and Company management about other strategic acquirers which might have interest in a potential strategic transaction with the Company and, after review of other potential strategic acquirers, the Transaction Committee determined that it was relatively unlikely that any strategic acquirers other than those already contacted would have an interest in pursuing a strategic transaction with the Company at that time. The Transaction Committee also reviewed a draft bid process letter prepared, at the Transaction Committee’s request, by Evercore for delivery to the participants in the solicitation process. The Transaction Committee also discussed the timing for requesting proposals from potential bidders. Representatives from Wilson Sonsini again reviewed with the Transaction Committee the Company Board’s fiduciary duties under Delaware law to potential acquisitions.

Later on October 11, 2016, after the Transaction Committee meeting and at the Transaction Committee’s request, Evercore delivered a bid process letter to the four private equity sponsors which had expressed interest in participating in a potential strategic transaction with the Company, requesting preliminary submissions of indications of interest by October 18, 2016.

During the week of October 10, 2016, members of Company management and representatives of Evercore held confidential management presentation sessions with representatives of each of the four private equity sponsors contacted in the solicitation process, all of which had signed non-disclosure agreements with the Company. Information communicated during such sessions included an overview of the Company and its business segments, market positioning, growth opportunities, and the September Management Case.

On October 13, 2016, the last of the four strategic acquirers in the solicitation process contacted Mr. Carney to confirm that it was not interested in engaging in a strategic transaction with the Company.

On October 14, 2016, Messrs. Carney, Tan and Hao had a meeting, in which they discussed due diligence matters and timing for execution of a definitive agreement.

On October 15, 2016, the Transaction Committee met, with members of Company management and representatives of Evercore and Wilson Sonsini in attendance, to discuss the status of the transaction. Representatives of Evercore reported that Sponsor B and its co-bidder had indicated that Sponsor B’s co-bidder was primarily interested in the wireless businesses of the Company and Sponsor B was interested in the remaining portion of the Company. In response, the Transaction Committee discussed alternatives to a sale of the entirety of the Company, including a sale of the various businesses of the Company in separate sale transactions

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and whether such a piecemeal sale transaction could yield a higher aggregate value for the Company’s stockholders, particularly given that Ultimate Parent’s expressed interest was only in the Company’s fibre channel business. The Transaction Committee discussed, with input from Evercore, the likely valuation of the Company’s various businesses on a standalone basis. In addition, the Transaction Committee discussed the substantial risks associated with pursuing such a strategy, including the difficulty in conducting parallel sales processes, the complexity of separating businesses within the Company, and the diversion of Company management from the operation of the businesses of the Company in a prolonged solicitation process. The Transaction Committee also considered that Ultimate Parent had required an expeditious timeframe for the signing of a definitive agreement and the substantial delay occasioned by a separate solicitation process might cause Ultimate Parent to abandon its interest in acquiring the Company. After discussion and input from Evercore, the Transaction Committee determined that a piecemeal sale was not likely to result in substantially greater stockholder value, particularly taking into account the considerable risks associated with such a strategy. The Transaction Committee also received an update on the status of Ultimate Parent’s due diligence review and the expected timing for execution of a definitive agreement.

Also on October 15, 2016, at the request of the Transaction Committee, Evercore distributed a draft of a merger agreement, prepared by Wilson Sonsini and reviewed by Company management (the “ Bid Process Merger Agreement ”), to the four private equity sponsors that had previously received the bid process letter.

Also on October 15, 2016, one of the four private equity sponsor participants, which we refer to as Sponsor C, verbally indicated to Evercore that it was likely to bid in the range of $11.00 to $11.50 per share. Based on feedback from, and at the request of, the Transaction Committee, Evercore informed Sponsor C that a price of $11.00 to $11.50 per share would not be competitive. In response, Sponsor C indicated that it was unlikely that it could increase its value beyond the range it had suggested.

On October 16, 2016, another of the four private equity sponsor participants, which we refer to as Sponsor D, communicated to Evercore that it was not interested in continuing to explore an acquisition transaction due to its concerns regarding the projected declining revenue from the Company’s fibre channel business.

On October 17, 2016, representatives of Latham & Watkins delivered to Wilson Sonsini an initial draft of a proposed merger agreement by and among Ultimate Parent, the Company, Parent, an indirect subsidiary of Ultimate Parent, and Merger Sub. Among other terms, the initial merger agreement (1) proposed a termination fee be paid by the Company in the event of the acceptance of a superior proposal, but did not propose the amount of such termination fee, (2) required that the Company take actions to cooperate with Parent in a sale of the non-fibre channel businesses, (3) provided that in the event of a regulatory challenge to the transaction, Ultimate Parent would not be required to divest or hold separate any business to obtain antitrust consent and would not be required to take any significant actions to obtain clearance from the Committee on Foreign Investment in the United States, and (4) required the Company to agree to certain covenants that in effect would require it to terminate an internal restructuring that it was currently undertaking to integrate its recently completed acquisition of Ruckus. The draft agreement was accompanied by a request that the Company agree to a twenty-one-day exclusivity period beginning on October 21, 2016.

On October 18, 2016, Sponsor A submitted a non-binding indication of interest at a proposed purchase price of $11.50 to $12.00 per share, together with a list of material issues related to the previously distributed Bid Process Merger Agreement.

Also on October 18, 2016, Sponsor C submitted a non-binding indication of interest at an offer price of $11.50 to $12.00 per share.

Also on October 18, 2016, Sponsor B communicated to Evercore that it would not be submitting a bid due to difficulty in supporting a bid price that would be a meaningful premium to the Company’s then-current trading price.

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On October 19, 2016, Messrs. Rado and Krause had a conversation regarding due diligence matters, the development of a communications plan, the effect that the Company’s pending restructuring activities would have on Ultimate Parent’s interest in consummating an acquisition of the Company and timing for execution of a definitive agreement.

Later on October 19, 2016, the Transaction Committee met, with members of Company management and representatives of Evercore and Wilson Sonsini in attendance, to receive an update on the solicitation process and to review the status of Ultimate Parent’s due diligence. Representatives of Evercore updated the Transaction Committee regarding the two proposals received from private equity sponsors, as well as the feedback from the two private equity sponsors that declined to submit proposals. The Transaction Committee instructed Evercore to communicate to the two bidders that had made proposals that the purchase prices included in their respective proposals were insufficient, but to continue to work with both bidders to answer any additional due diligence questions and encourage them to increase their bids.

Later on October 19, 2016, at the request of the Transaction Committee, Evercore contacted both Sponsor A and Sponsor C to inform them that the purchase prices included in their respective proposals were insufficient.

On October 20, 2016, Sponsor A responded to Evercore by indicating that subject to positive results on additional business due diligence on the trajectory of the Company’s business and potential cost savings, Sponsor A would consider potentially raising its bid to $12.25 per share, but that any higher price would be challenging. Sponsor A did not subsequently deliver a written revised indication of interest with an offer price of $12.25 per share.

Also on October 20, 2016, the Compensation Committee of the Company Board held a standing meeting, during which the Compensation Committee discussed, among other matters, the potentially negative effects that the uncertainty resulting from the negotiation and announcement of an acquisition transaction could have on employee retention, and discussed Company executives’ work with the Compensation Committee’s compensation consultant to review other recent acquisitions for potential models of retention programs and otherwise to explore possible retention programs to mitigate such potentially negative effects.

On October 21, 2016, the Company Board met, with members of Company management and representatives of Evercore and Wilson Sonsini in attendance, to receive an update on the solicitation process and to review the status of Ultimate Parent’s due diligence, the negotiation of the merger agreement with Ultimate Parent, Ultimate Parent’s request for exclusivity and potential timing for execution of the merger agreement. Representatives of Evercore updated the Company Board regarding the two proposals received from Sponsor A and Sponsor C, as well as the feedback from Sponsor B and Sponsor D, the two private equity sponsors that declined to submit proposals. The Company Board discussed how to manage the further discussions with the two remaining private equity sponsors and the importance of continuing to engage in discussions with them while negotiations with Ultimate Parent were ongoing.

On October 22, 2016, the Transaction Committee met, with members of Company management and representatives of Evercore and Wilson Sonsini in attendance, to discuss updates to conversations with Sponsor A and Sponsor C, and determined to continue to engage with both bidders while negotiations with Ultimate Parent were ongoing and to provide both bidders with any requested additional due diligence information.

On October 24, 2016, the Transaction Committee met, with members of Company management and representatives of Evercore and Wilson Sonsini in attendance, to discuss the principal issues in Ultimate Parent’s initial draft of the merger agreement and the proposed responses from Company management and Wilson Sonsini.

On October 25, 2016, representatives of Wilson Sonsini sent to representatives of Latham & Watkins a revised draft of the merger agreement, based on feedback from the Transaction Committee the previous day, that contemplated (1) a termination fee equal to 2.5% of the Company’s equity value payable upon the Company’s

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acceptance of a competing acquisition proposal and other related circumstances, (2) confirmation that any asset sale transaction would not be a condition to closing the Company acquisition, (3) a commitment by Ultimate Parent to take remedial actions, so long as such actions do not have a material adverse effect on the business of the Company and its subsidiaries, if required in connection with obtaining regulatory clearances, (4) a reverse termination fee payable by Parent if the transaction is terminated due to regulatory obstacles and (5) flexibility to continue to engage in Ruckus-related restructuring.

On October 26, 2016, during a conversation regarding the status of due diligence between Messrs. Rado and Krause, Mr. Krause reiterated the request for exclusivity, and, subsequent to the conversation, representatives of Latham & Watkins delivered a draft exclusivity agreement to representatives of Wilson Sonsini that contemplated a twenty-one-day exclusivity period.

On October 27, 2016 Messrs. Carney and Tan discussed Ultimate Parent’s request for exclusivity. Mr. Carney indicated that as there were still other bidders in the process, it was not appropriate to grant Ultimate Parent exclusivity at such time. Mr. Carney further indicated that if Ultimate Parent wanted exclusive negotiations, Ultimate Parent would need to increase the purchase price reflected in the October 3 Indication of Interest. Mr. Tan stated that Ultimate Parent would not increase the price that Ultimate Parent had proposed.

On October 28, 2016, the Transaction Committee met, with members of Company management and representatives of Evercore and Wilson Sonsini in attendance, to discuss Ultimate Parent’s request for exclusivity and a potential timeline for executing a transaction with Ultimate Parent. The Transaction Committee determined that it would not authorize granting exclusivity and that Company management, as well as representatives of Evercore and Wilson Sonsini, should continue working with Ultimate Parent toward executing a transaction. Representatives from Evercore updated the Transaction Committee on communications between Company management and Sponsor A and Sponsor C, respectively, regarding due diligence matters and the likely process for a definitive acquisition agreement.

Also on October 28, 2016, Messrs. Carney, Krause, Rado, Tan and Fairfax met to discuss the Company’s forecasted results for the fourth quarter of fiscal 2016 and first quarter of fiscal 2017 (which were a portion of the October Management Case (as defined in the section of this proxy statement entitled “The Merger — Certain Company Forecasts” beginning on page 58)) as well as outstanding open issues of negotiation in the transaction, including potential designs of retention programs that could be adopted to retain Company employees after the signing and announcement of the definitive agreement, including those where amounts would be paid based on service beyond the closing date. During that meeting, the participants also discussed potentially establishing a bonus program tied to the sale of the Company’s IP Networking business, in which the amount payable under the program would be based on the transaction value of such sale.

On October 29, 2016, each of Sponsor A and Sponsor C reiterated to Evercore its interest in an acquisition of the Company, but each expressed skepticism about its ability to consummate a transaction above $12.00 per share.

Also on October 29, 2016, the Company Board met, with members of Company management, representatives of Wilson Sonsini and Evercore in attendance. Representatives of Wilson Sonsini provided an update to the Company Board on the status of negotiations on the merger agreement and the significant open points of negotiations between the Company and Ultimate Parent, including the obligation to cooperate with Ultimate Parent’s proposed sale of the Company’s IP Networking business post-signing and the various factors that affect closing certainty, and the regulatory covenants. The Company Board asked questions of Wilson Sonsini and Company management and provided guidance to Wilson Sonsini and Company management on the Company Board’s views on the points of negotiation. Representatives of Evercore updated the Company Board on the status of discussions with Sponsor A and Sponsor C, the two remaining private equity sponsors, including Evercore’s view that it was unlikely that such sponsors would be able to increase their bids above $12.00 per share if given additional time to perform due diligence and the effect of granting such additional time on the potential strategic transaction with Ultimate Parent.

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Between October 29 and November 2, 2016, representatives of Wilson Sonsini and Latham & Watkins met both telephonically and in person at the offices of Latham & Watkins to finalize the terms of the merger agreement. During this period, the Transaction Committee met five times, on October 29, October 30, October 31 and twice on November 1, each time to receive updates from representatives of Evercore and Wilson Sonsini and members of Company management, and to give direction and input on the negotiations. At the Transaction Committee meeting on October 31, 2016, the Transaction Committee also determined to recommend to the Company Board that the payment to Evercore of a discretionary fee, which was contemplated by the Engagement Letter, reflecting the Company’s satisfaction with Evercore’s services be approved. Also during such period, representatives of Wilson Sonsini negotiated the terms of the Support Agreement on behalf of the Company’s directors and executive officers with Latham & Watkins, pursuant to which those persons would vote in favor of approval of the proposed transaction.

On October 30, 2016, Messrs. Carney and Tan spoke by telephone. They discussed retention programs for Company employees and agreed that the Company would adopt a general employee retention fund of $50 million for its employees (other than its Chief Executive Officer and his direct reports), under which participants would be entitled to bonuses on the basis of continued employment following the closing of the merger transaction, as its retention program to address the employee retention concerns after the signing and announcement of the definitive agreement. Also, the parties determined not to pursue a potential bonus program tied to the successful sale of the Company’s IP Networking business.

On October 31, 2016, Messrs. Carney and Tan met and discussed certain key unresolved issues in the merger agreement, including the regulatory covenants, as well as further parameters on the previously discussed general employee retention fund.

Also on October 31, 2016, news reports speculated that the Company was the subject of a potential acquisition transaction and the trading price of Company Common Stock closed at $10.60 per share (up from a closing price of $8.69 on Friday, October 28, 2016).

On November 1, 2016, news reports speculated that Ultimate Parent was the likely acquirer in a potential acquisition of the Company and that a sale of the Company’s non-fibre channel business would be contemplated. The trading price of Company Common Stock closed at $11.24 per share.

Also on November 1, 2016, the parties finalized the negotiations on the draft of the merger agreement. The final negotiated draft of the merger agreement contemplated (1) a termination fee of $195 million payable upon the Company’s acceptance of a competing acquisition proposal and other related circumstances, (2) confirmation that any asset sale transaction would not be a condition to closing the Company acquisition, (3) that Ultimate Parent would be required to agree to certain limited remedial measures in connection with obtaining regulatory approval, but would not be obligated to pay a reverse termination fee, and (4) restrictions on the Company’s ability to continue to engage in Ruckus-related restructuring.

Also on November 1, 2016, the Company Board met, with members of Company management and representatives of Wilson Sonsini and Evercore in attendance. The representatives of Wilson Sonsini discussed with the members of the Company Board their fiduciary duties under Delaware law. The representatives of Evercore discussed certain financial aspects of the $12.75 per share acquisition proposal made by Ultimate Parent, including a financial analysis of the Company based on the October Management Case, together with a summary of the updates from the September Management Case to the October Management Case, and the Research Case Forecasts. Following this presentation, the representatives of Evercore rendered an oral opinion to the Company Board, subsequently confirmed in its written opinion dated November 2, 2016, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the Merger Consideration was fair, from a financial point of view, to the holders of the shares of Company Common Stock entitled to receive such Merger Consideration. For more information, see the section of this proxy statement entitled “The Merger — Opinion of Evercore Group L.L.C.” beginning on page 48. The representatives of Wilson Sonsini then reviewed with the Company Board the material terms of the

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final Merger Agreement. The members of the Company Board discussed potential reasons for and against entering into the merger. After this discussion, the Company Board, after considering the factors more fully described in the section of this proxy statement entitled “The Merger — Opinion of Evercore Group L.L.C.” beginning on page 48, unanimously: (1) determined that the Merger Agreement and the Merger were fair to, advisable and in the best interests of the Company’s stockholders; (2) adopted and approved the Merger Agreement and the other transactions contemplated thereby; (3) directed that a special meeting of the Company’s stockholders be held for the purposes of voting on the adoption of the Merger Agreement; and (4) recommended that the Company’s stockholders vote in favor of the adoption of the Merger Agreement and approve the Merger and the other transactions contemplated by the Merger Agreement. The Company Board also authorized members of Company management to sign the Merger Agreement. The Corporate Development Committee provided its recommendation that Evercore be paid the discretionary fee contemplated by the Engagement Letter, reflecting the Company’s satisfaction with Evercore’s services and the Company Board approved the payment of such fee.

On November 2, 2016, prior to the opening of trading of the Company Common Stock on NASDAQ, the Company, Ultimate Parent, Parent and Merger Sub signed the Merger Agreement, and the directors and executive officers of the Company signed the Support Agreement. The Company and Ultimate Parent then issued a joint press release announcing the entry into the Merger Agreement.

Reasons for the Merger; Recommendation of the Board of Directors

At a meeting held on November 1, 2016, the Company Board unanimously (1) determined that the Merger Agreement and Merger were fair to, advisable and in the best interests of the Company’s stockholders, (2) adopted and approved the Merger Agreement and the other transactions contemplated thereby, (3) directed that a special meeting of the Company’s stockholders be held for the purposes of voting on the adoption of the Merger Agreement, and (4) recommended that the Company’s stockholders vote in favor of the adoption of the Merger Agreement and approve the Merger and the other transactions contemplated by the Merger Agreement.

In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Company Board consulted with our senior management team, as well as our outside legal and financial advisors, and considered a number of factors, among others, including the following material factors (which factors are not necessarily presented in any order of relative importance):

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The Company Board also considered a variety of potentially negative factors in its deliberations concerning the Merger Agreement and the Merger, including the following (which factors are not necessarily presented in any order of relative importance):

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After considering the foregoing potentially positive and potentially negative factors, the Company Board concluded that the potentially positive factors relating to the Merger Agreement and the Merger outweighed the potentially negative factors.

The foregoing discussion of the information and factors considered by the Company Board is not intended to be exhaustive, but includes the material factors considered by the Company Board. In view of the variety of factors considered in connection with its evaluation of the Merger, the Company Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Company Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Company Board based its recommendation on the totality of the information presented to it, including the input from the Company’s senior management and advisors.

In considering the recommendation of the Company Board with respect to the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, yours. The Company Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by the stockholders of the Company. For more information, see the section of this proxy statement entitled “The Merger — Interests of Certain Persons in the Merger” beginning on page 64.

The Company Board unanimously recommends that you vote “FOR” the proposal to adopt the Merger Agreement; “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies; and “FOR” the Brocade Advisory Proposal on Specified Compensation.

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Opinion of Evercore Group L.L.C.

The Company retained Evercore to act as its financial advisor in connection with the Merger. As part of this engagement, the Company requested that Evercore evaluate whether the Merger Consideration is fair, from a financial point of view, to the holders of the shares of Company Common Stock entitled to receive such Merger Consideration. At a meeting of the Company Board on November 1, 2016, Evercore rendered an oral opinion to the Company Board, subsequently confirmed in its written opinion dated November 2, 2016, to the effect that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Evercore’s written opinion, the Merger Consideration was fair, from a financial point of view, to the holders of the shares of Company Common Stock entitled to receive such Merger Consideration.

The full text of Evercore’s written opinion dated November 2, 2016 is attached as Annex B and is incorporated by reference in its entirety to this proxy statement. Evercore’s opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Evercore in rendering its opinion. We encourage all stockholders of the Company to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was directed to the Company Board and addresses only the fairness from a financial point of view of the Merger Consideration to the holders of shares of Company Common Stock entitled to receive such Merger Consideration, as of the date of the opinion, and not any other aspects of the Merger Consideration or the Merger. The summary of the Evercore opinion set forth below is qualified in its entirety by reference to the full text of the opinion.

In connection with its opinion, Evercore:

For purposes of its analysis and opinion, Evercore assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, and Evercore

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assumed no liability therefor. With respect to the projected financial data relating to the Company referred to above, Evercore assumed that it had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of the Company as to the future financial performance of the Company under the alternative business assumptions reflected therein. Evercore expressed no view as to any projected financial data relating to the Company or the assumptions on which they are based. For more information about the financial projections, see the section of this proxy statement entitled “The Merger – Certain Company Forecasts”, beginning on page 58.

For purposes of rendering its opinion, Evercore assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger will be satisfied without material waiver or modification thereof. Evercore further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on the consummation of the Merger or materially reduce the benefits to the holders of Company Common Stock of the Merger.

Evercore did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities of the Company, nor was Evercore furnished with any such appraisals, nor did Evercore evaluate the solvency or fair value of the Company under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to Evercore as of the date of the opinion, and financial, economic, market and other conditions as they existed and could be evaluated on the date of the opinion. It is understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of Company Common Stock, from a financial point of view, of the Merger Consideration. Evercore did not express any view on, and its opinion does not address, the fairness of the proposed transaction to, or any consideration received in connection therewith by, the holders of any other securities, creditors or other constituencies of the Company, nor as to the fairness of the amount or nature of any compensation (other than the Merger Consideration in respect of Company Common Stock) to be paid or payable to any of the officers, directors or employees of the Company, or any class of such persons, whether relative to the Merger Consideration or otherwise. For purposes of its opinion, Evercore assumed that any modification to the structure of the transaction will not vary in any respect material to Evercore’s analysis. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to the Company, nor did it address the underlying business decision of the Company to engage in the Merger. Evercore’s opinion did not constitute a recommendation to the Company Board or to any other persons in respect of the Merger, including as to how any holder of shares of Company Common Stock should vote or act in respect of the Merger. Evercore is not a legal, regulatory, accounting or tax expert and Evercore assumed the accuracy and completeness of assessments by the Company and its advisors with respect to legal, regulatory, accounting and tax matters.

Summary of Material Financial Analyses

The following is a brief summary of the material financial analyses that were reviewed with the Company Board on November 1, 2016. The summary of Evercore’s financial analyses described below is not a complete description of the analyses underlying its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description.

In arriving at its opinion, Evercore did not draw, in isolation, conclusions from or with regard to any factor or analysis considered by it. Rather, Evercore made its determination as to fairness on the basis of its experience

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and professional judgment after considering the results of all of the analyses. Considering selected portions of the analyses and reviews in the summary set forth below, without considering the analyses and reviews as a whole, could create an incomplete or misleading view of the analyses and reviews underlying Evercore’s opinion.

For purposes of its analyses and reviews, Evercore considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company. No company, business or transaction used in Evercore’s analyses and reviews as a comparison is identical to the Company, the Merger or the Merger Consideration, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions used in Evercore’s analyses and reviews. The estimates contained in Evercore’s analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The summary of the analyses and reviews provided below includes information presented in tabular format. In order to fully understand Evercore’s analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Evercore’s analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Evercore’s analyses and reviews.

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before October 28, 2016 (the last full trading day before the publication of media reports concerning a potential strategic transaction involving the Company) and is not necessarily indicative of current market conditions.

Discounted Cash Flow Analysis

As part of its analysis, Evercore performed a discounted cash flow analysis, which is a method used to estimate the implied present value of an asset by calculating the present value of the estimated future cash flows to be generated by that asset. The present value of those future cash flows is then obtained by discounting those future cash flows or amounts by a discount rate.

Evercore’s discounted cash flow analysis was intended to estimate the implied present value, as of October 31, 2016, of (1) the unlevered, after-tax free cash flows that the Company would generate during the period from November 1, 2016 through October 31, 2021, plus (2) the estimated terminal value of the Company as of October 31, 2021, using both the terminal value methodology and the perpetuity growth methodology. Evercore performed its discounted cash flow analysis for the Company on a standalone basis and assumed the mid-year cash flow discounting convention. Evercore conducted its discounted cash flow analysis based on the financial projections included in the October Management Case and the Research Case Forecasts (each as defined in the section entitled “The Merger – Certain Company Forecasts”, beginning on page 58).

Under the terminal value multiple methodology, Evercore estimated a terminal value for the Company by applying a multiple of 5.0x to 7.0x (representing an implied perpetuity growth rate of approximately -2.8% to 2.5% based on the assumed discount rate range) to the projected earnings before interest, tax, depreciation, amortization and stock-based compensation expense (“ Adjusted EBITDA ”) of the Company in the twelve-month period ended October 31, 2021. Evercore estimated the terminal value multiple based on the financial

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projections included in each of the October Management Case and the Research Case Forecasts, the trading multiples for the companies included in the selected publicly traded companies analysis described below, and its professional judgment given the nature of the Company and its business and industry. The cash flows and the terminal value were then discounted to present value using a range of discount rates from 8.5% to 11.0%, based on an estimate of the Company’s weighted average cost of capital. Evercore estimated the Company’s weighted average cost of capital based on application of the capital asset pricing model, details regarding the capitalization of the companies included in the selected publicly traded companies analysis described below, and its professional judgment given the nature of the Company’s business and its industry. The resulting range of implied enterprise values for the Company was then reduced by the amount of the Company’s projected net debt (calculated as debt less cash and cash equivalents) as of October 31, 2016 and the amount of the Company’s noncontrolling interests (calculated as the noncontrolling interest balance as of July 31, 2016 based on available public filings), to produce a range of implied equity values for the Company. Under the terminal value multiple methodology, Evercore’s discounted cash flow analysis indicated implied per-share equity values for the Company on a standalone basis of approximately (a) $10.45 to $14.65 based on the financial projections included in the October Management Case and (b) $8.10 to $11.40 based on the financial projections included in the Research Case Forecasts, in each case, rounded to the nearest five cents.

Under the perpetuity growth methodology, Evercore estimated a terminal value for the Company by applying a perpetuity growth rate of 0.0% to 1.0% to the estimated unlevered free cash flow for the twelve-month period ended October 31, 2021, adjusted to assume an equivalent level of projected capital expenditure and projected depreciation and amortization. The cash flows and terminal value were then discounted to present value using the same range of discount rates as described above, and converted to implied equity value using the same adjustments as described above. Under the perpetuity growth methodology, Evercore’s discounted cash flow analysis indicated implied per-share equity values for the Company on a standalone basis of approximately (a) $10.85 to $15.90 based on the financial projections included in the October Management Case and (b) $8.20 to $11.95 based on the financial projections included in the Research Case Forecasts, in each case, rounded to the nearest five cents.

Selected Publicly Traded Companies Analysis

Evercore reviewed publicly available financial and market information for the Company and the selected public companies listed in the table below, which were the companies Evercore deemed most relevant to consider in relation to the Company, based on Evercore’s professional judgment and experience.

Evercore reviewed, among other things, the share prices of the selected public companies as a multiple of estimated earnings per share (“ EPS ”), or the ratio of share price over earnings (the “ P/E ratio ”), for calendar years 2016 and 2017. The EPS for all of the selected public companies generally excludes the impact of stock-based compensation expense, amortization of acquired finite-lived intangibles and certain other expenses that Evercore considered, in its professional judgment and experience, to be non-recurring in nature. The financial projections of the selected publicly traded companies used by Evercore for this analysis were based on publicly available estimates from research analysts and, in the case of the Company, based on, where available, historical financial and operating data for the period from January 1, 2016 through October 31, 2016 and the financial projections included in the October Management Case and the Research Case Forecasts for the period from November 1, 2016 through the end of fiscal year 2021. The P/E ratios, as well as the revenue and Adjusted EBITDA multiples, for calendar years 2016 and 2017 for each of the selected public companies are set forth in the table below. Moreover, the Company’s EPS estimates for the calendar years 2016 and 2017 were calculated

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by applying fractional calendarization to the fiscal year figures in the October Management Case and the Research Case Forecasts to arrive at calendar year figures.

Evercore estimated a reference range of P/E ratios of 9.0x to 13.0x for the fiscal year ending October 31, 2017, based on its review of the P/E ratios for the selected public companies for calendar years 2016 and 2017 (including taking into account growth rates and other relevant considerations relating to the Company and the

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selected public companies identified above) and its experience and professional judgment. This analysis indicated implied equity values per share for the Company of approximately (a) $9.30 to $13.45 based on the financial projections included in the October Management Case and (b) $9.05 to $13.05 based on the financial projections included in the Research Case Forecasts, in each case, rounded to the nearest five cents.

Selected Precedent Transactions Analysis

Evercore reviewed, to the extent publicly available, financial information relating to 28 precedent transactions involving companies that Evercore considered to be relevant to the Company’s business and industry. Evercore selected these transactions because they represented transactions of which Evercore was aware that were announced between July 2008 and October 2016 involving companies in the networking infrastructure hardware and software industry verticals, which Evercore considered, in its professional judgment and experience, most relevant to the proposed transaction. No company, business or transaction used in this analysis is identical or directly comparable to the Company or the proposed transaction. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the relative values of the selected companies.

Evercore reviewed transaction values and calculated the enterprise value implied for each target company (based on the consideration paid in the selected transaction) as a multiple of the target company’s estimated Adjusted EBITDA (based on publicly available research analysts’ estimates) over the next 12 months (“ NTM ,” estimated for the next 12 month period starting from the date of transaction announcement). The financial data used by Evercore for the selected transactions were based on publicly available information at the time of announcement of the relevant transaction.

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The announcement date, enterprise value, and enterprise value to NTM Adjusted EBITDA multiples for each of the precedent transactions are set forth in the table below.

Evercore then applied a reference range of NTM Adjusted EBITDA multiples of 7.0x to 11.0x, derived by Evercore based on its review of the precedent transactions (including taking into account growth rates and other relevant considerations relating to the Company and the precedent transactions identified above) and its experience and professional judgment, to the estimated NTM Adjusted EBITDA as of October 31, 2016 of the Company, based on the research analysts’ estimates of NTM Adjusted EBITDA included in the Research Case Forecasts. A range of implied equity values for the Company was then calculated by reducing the range of implied enterprise values by the amount of the Company’s projected net debt (calculated as debt less cash and cash equivalents) and noncontrolling interests as of October 31, 2016. This analysis indicated a per-share equity value reference range of approximately $9.80 to $15.85 for the Company, rounded to the nearest five cents.

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Sum of the Parts Analysis

Evercore conducted a sum of the parts valuation analysis to calculate the enterprise value of four components of the Company’s business (its Storage Networking component; its Switching, Routing, and Analytics (“ SRA ”) and Software Networking component; its Campus component; and its Ruckus component) on a stand-alone basis, using the discounted cash flow methodology and the revenue multiple methodology, and based on forecasts included in the October Management Case. In its analysis, and upon advice of the Company’s management, Evercore assumed no transactional costs or tax leakage costs in the separation of the Company into its various components.

For the Storage Networking component, Evercore performed a discounted cash flow analysis to estimate the implied enterprise value as of October 31, 2016, using (1) the unlevered, after-tax free cash flows that were projected to be generated by the Company from the period from November 1, 2016 through October 31, 2021, plus (2) the estimated terminal value of the Company as of October 31, 2021 based on a perpetuity growth rate of -6.0% to -4.0%, reflecting the Company’s perspective on the prospects for the Storage Networking component. The total cash flows were then discounted to present value using an estimate range of discount rates from 8.5% to 11.0%. Evercore estimated the Storage Networking component’s weighted average cost of capital based on application of the capital asset pricing model and its professional judgment given the nature of the Storage Networking component. The resulting range of implied enterprise values for the Storage Networking component was approximately $2.8 billion to $3.6 billion.

For the SRA and Software Networking component, Evercore performed a discounted cash flow analysis to estimate the implied enterprise value as of October 31, 2016, using (1) the unlevered, after-tax free cash flows that were projected to be generated by the Company from the period from November 1, 2016 through October 31, 2026, plus (2) the estimated terminal value of the Company as of October 31, 2026 based on an Adjusted EBITDA multiple of 10.0x to 12.0x. Evercore estimated the terminal value multiple based on the financial projections provided by the Company’s management, the trading multiples for the companies included in the selected publicly traded companies analysis, and its professional judgment given the nature of the SRA and Software Networking component. The total cash flows were then discounted to present value using an estimate range of discount rates from 8.5% to 11.0%. Evercore estimated the SRA and Software Networking component’s weighted average cost of capital based on application of the capital asset pricing model and its professional judgment given the nature of the SRA and Software Networking component. The resulting range of implied enterprise values for the SRA and Software Networking component was approximately $1.1 billion to $1.6 billion.

For the Campus component, Evercore assumed a multiple range of 1.0x to 1.5x management’s projection of the Company’s estimated fiscal year 2017 revenue. The multiple range was derived by analyzing the results from an analysis of the revenue multiples for the companies included in the selected publicly traded companies analysis and took into account qualitative judgments for the nature of the business. The resulting range of implied enterprise values for the Campus component was approximately $0.3 billion to $0.5 billion.

For the Ruckus component, Evercore performed a discounted cash flow analysis to estimate the implied enterprise value as of October 31, 2016, using (1) the unlevered, after-tax free cash flows that were projected to be generated by the Ruckus business from the period from November 1, 2016 through October 31, 2021, plus (2) the estimated terminal value of Ruckus as of October 31, 2021 based on an Adjusted EBITDA multiple of 9.0x to 11.0x. Evercore estimated the terminal value multiple based on the financial projections provided by the Company’s management, the trading multiples for the companies included in the selected publicly traded companies analysis, and its professional judgment given the nature of the Ruckus component. The total cash flows were then discounted to present value using an estimate range of discount rates from 11.5% to 13.5%. Evercore estimated the Ruckus component’s weighted average cost of capital based on application of the capital asset pricing model and its professional judgment given the nature of the Ruckus component. The resulting range of implied enterprise values for the Ruckus component was approximately $1.5 billion to $1.9 billion.

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Separately, for the Ruckus component, Evercore also performed a valuation analysis using the historical acquisition cost of Ruckus, as of May 2016, in addition to using the discounted cash flow methodology. Based on publicly available historical financial statements, the implied enterprise value for the Ruckus component was determined to be approximately $1.2 billion (calculated using the total Ruckus purchase equity value of approximately $1.4 billion less available balance sheet cash of approximately $0.2 billion).

Evercore then took the aggregate value of the four combined operations, netted their value against the amount of the Company’s projected net debt and noncontrolling interests as of October 31, 2016 and divided such amount by the fully diluted number of shares of Company Common Stock outstanding as of such date to imply a per share value for Company Common Stock. Using the discounted cash flow methodology for Ruckus, this analysis indicated an implied equity value per share range for the Company of approximately $12.30 to $16.50, rounded to the nearest five cents. Using the historical acquisition cost of Ruckus, this analysis indicated an implied equity value per share range for the Company of approximately $11.60 to $14.85, rounded to the nearest five cents.

Illustrative Present Value of Future Share Price

Evercore performed an illustrative analysis of the implied present value of the future price per share of Company Common Stock, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of such company’s estimated EPS and its assumed price to future EPS multiple, plus anticipated dividends. For this analysis, Evercore used the projected financial data for fiscal years 2017, 2018 and 2019 included in each of the October Management Case and the Research Case Forecasts. For both sets of financial projections, Evercore assumed, at the Company’s direction, quarterly cash dividends of $0.055/share commencing in the first quarter of fiscal year 2017, increasing to $0.065/share in the third quarter of fiscal year 2017, $0.075/share in the third quarter of fiscal year 2018, and $0.085/share in the third quarter of fiscal year 2019.

In calculating the implied present value of future share price per share of Company Common Stock, Evercore first calculated the implied future share price of Company Common Stock by multiplying the estimated fiscal year 2019 EPS by the Company’s assumed P/E ratio of 11.0x for the last twelve month (“ LTM ”) period ending October 31, 2019. Evercore then discounted the implied total share price back to October 31, 2016 using a discount rate of 11.5%, reflecting an estimate of the Company’s cost of equity. Finally, Evercore added the cumulative present value of anticipated future dividends per share of Company Common Stock payable to the stockholders of the Company through the end of fiscal year 2019, using the same discount rate of 11.5%. This analysis resulted in a range of implied present values per share of Company Common Stock of approximately (a) $9.85 to $15.10 based on the financial projections included in the October Management Case and (b) $7.45 to $11.30 based on the financial projections included in the Research Case Forecasts, in each case, rounded to the nearest five cents.

Other Factors

Evercore also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its advice, but were referenced for informational purposes, including, among other things, the precedent premia, illustrative leveraged buyout, analysts’ price targets and 52-week trading range analyses described below.

Premiums Paid Analysis

Evercore reviewed and analyzed premiums paid in precedent transactions since January 2006. Based on its professional judgment and premiums in precedent transactions for acquisitions where the target was based in the U.S., Evercore applied a reference range of premiums of 20% to 50% to the unaffected price of the Company as of October 28, 2016 of $8.69. This analysis indicated a per share equity value reference range of approximately $10.45 to $13.05 for the Company, rounded to the nearest five cents.

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Illustrative Leveraged Buyout Analysis

Evercore performed a hypothetical leveraged buyout analysis to determine the prices at which a financial sponsor might effect a leveraged buyout of the Company. Evercore utilized Adjusted EBITDA projections provided by the Company’s management in performing its analysis. Evercore assumed a transaction date of October 31, 2016 and a five-year investment period ending on October 31, 2021. Evercore also assumed cost savings of $100 million at announcement, in addition to $25 million in on-going cost savings, and a minimum cash requirement of $250 million. Evercore selected the leverage multiple, financing terms, exit multiple and target internal rate of return based upon the application of its professional judgment and experience.

The following table summarizes Evercore’s analysis, with the implied value per share of Company Common Stock rounded to the nearest five cents:

Analyst Price Targets

Evercore reviewed publicly available share price targets of research analysts’ estimates known to Evercore as of October 28, 2016, noting that the low and high share price targets ranged from $8.00 to $13.00 for the Company.

52-Week Trading Range

Evercore reviewed historical trading prices of shares of Company Common Stock during the 52-week period ended October 28, 2016, noting that the low and high closing prices during such period ranged from $7.67 to $10.86 for the Company.

Miscellaneous

Under the terms of Evercore’s engagement, Evercore has provided the Company with financial advisory services and delivered a written fairness opinion to the Company Board in connection with the proposed transaction. Pursuant to the terms of its engagement letter, Evercore is entitled to receive (1) an opinion fee of $2 million, regardless of the conclusion reached therein, which was earned upon delivery of its fairness opinion and which is fully creditable, to the extent previously paid, against any transaction fee payable and (2) a transaction fee, comprised of a success fee and a discretionary component (the payment of which was approved by the Company Board at a meeting on November 1, 2016), currently estimated to total approximately $35.6 million, which Evercore will earn subject to and upon the consummation of the Merger. In addition, the Company has agreed to reimburse Evercore for up to $125,000 of expenses (including external legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify Evercore and any of its members, partners, officers, directors, advisors, representatives, employees, agents, affiliates or controlling persons, if any, against certain liabilities and expenses arising out of Evercore’s engagement, any services performed by Evercore in connection therewith or any transaction contemplated thereby.

Evercore may, in the future, provide certain financial and other services to Ultimate Parent and certain of its affiliates, for which Evercore may receive compensation. Evercore notes that, while it has not, during the period from October 2013 to October 2016, performed any investment banking advisory and/or capital markets services to Ultimate Parent for which it received compensation, Evercore did advise Parent in its February 2016 sale to Avago Technologies Limited, both of which are now owned by Ultimate Parent, and Evercore did receive $10 million in connection with such engagement. Evercore’s prior engagement with Parent was disclosed to the Company Board prior to the engagement by the Company of Evercore.

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Evercore did not recommend any specific amount of consideration to the Company Board or management or that any specific amount of consideration constituted the only appropriate consideration in the transaction for the holders of Company Common Stock.

In the ordinary course of business, Evercore or its affiliates may actively trade the securities, or related derivative securities, or financial instruments of the Company, Ultimate Parent and their respective affiliates, for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities or instruments.

The issuance of Evercore’s opinion was approved by an opinion committee of Evercore.

The Company Board engaged Evercore to act as a financial advisor based on its qualifications, expertise, reputation and knowledge of and its familiarity with the Company’s business and affairs and the industry in which the Company operates. Evercore is an internationally recognized investment banking firm and is regularly engaged in the valuation of businesses in connection with mergers and acquisitions, leveraged buyouts, competitive biddings, private placements and valuations for corporate and other purposes.

Certain Company Forecasts

Management Case Forecasts

The Company does not, as a matter of course, make public projections as to its future financial performance. The Company management provided an initial set of financial projections to Ultimate Parent, the other parties who participated in the solicitation process for an acquisition transaction, and Evercore, which the Company approved for Evercore to rely on and use in performing its preliminary financial analyses (such financial projections, together with the extrapolations derived from such projections described below, the “ September Management Case ”). The Company management subsequently updated the September Management Case (1) to reflect Company management’s updated view of the Company’s fiscal year 2016 performance, (2) to adjust back to historical norms the level of capital expenditures starting from fiscal year 2018 onwards to reflect the end of a one-time capital project that was scheduled to be completed in fiscal year 2017, and (3) to reflect certain forecasts prepared in October 2016 in connection with the Company’s annual goodwill impairment analysis (such financial projections, together with the extrapolations derived from such projections described below, the “ October Management Case ”), and provided the October Management Case to Evercore, approving Evercore to rely on and use the October Management Case in performing its financial analyses and rendering its fairness opinion. The projections for the fourth quarter of fiscal year 2016 and the first quarter of fiscal year 2017 included in the October Management Case were also provided to Ultimate Parent. Both the September Management Case and the October Management Case were for fiscal years 2016 through 2021, and included Company management’s financial projections for fiscal years 2016 through 2019 and extrapolations derived therefrom for (a) fiscal years 2020 and 2021 for the Company generally and (b) fiscal years 2020 through 2026 for the switching, routing and analytics and software networking component of the Company’s business for use in the sum of the parts valuation of that component (described in “The Merger — Opinion of Evercore Group L.L.C.” beginning on page 48). The extrapolations were derived by projecting forward the general trends from fiscal years 2016 through 2019 but assuming slowing revenue growth rates as well as an eventual plateauing of operating margins to reflect the anticipated maturation of the Company’s businesses. The September Management Case and the October Management Case, which, together with the Research Case Forecasts, constituted the alternative business assumptions reviewed by Evercore in connection with its financial analysis, are referred to collectively as the “ Management Case Forecasts .”

Research Case Forecasts

The Company Board reviewed certain financial projections created using averages of publicly available research analysts’ estimates for fiscal years 2016 through 2018 (such financial projections, together with the extrapolations derived from such projections described below, the “ Research Case Forecasts ”). The Research

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Case Forecasts included extrapolated financial projections for fiscal years 2019 through 2021 created by projecting trends, with adjustments, observed in the research analysts’ estimates utilized in preparing the financial projections used for fiscal years 2016 through 2018. The Research Case Forecasts are based solely on the mathematical aggregation of publicly available information prepared by third party research analysts. The research analysts’ estimates utilized in the Research Case Forecasts: (1) were not prepared with any input from the Company management; (2) do not reflect all potentially relevant information available to the Company management; and (3) do not reflect any exercise of judgment by the Company management. As such, the inclusion of the Research Case Forecasts in this proxy statement should not be regarded as an indication that the Company, the Company Board, its advisors, or any other person considered, or now considers, the Research Case Forecasts to be a reliable prediction of actual future results.

Additional Information Concerning the Management Case Forecasts and the Research Case Forecasts

The summaries of the Management Case Forecasts and the Research Case Forecasts (collectively, the “ Forecasts ”) are included in this proxy statement solely to give the Company’s stockholders access to information that was made available to the Company Board and Evercore in connection with the Company’s strategic and financial review process and portions of which were made available to Ultimate Parent and the other parties who participated in the solicitation process in connection with their due diligence review of the Company. The Forecasts were not prepared with a view toward public disclosure or complying with accounting principles generally accepted in the United States (“ GAAP ”). In addition, the Forecasts were not prepared with a view toward complying with the guidelines established by the SEC, or by the American Institute of Certified Public Accountants with respect to prospective financial information. The Forecasts are not fact and should not be relied upon as being necessarily indicative of future results. Readers of this proxy statement are cautioned not to place undue reliance on the Forecasts.

Neither the Company’s independent registered public accounting firm nor any other independent accountants or other professional advisors have: (1) compiled, reviewed, audited, examined or performed any procedures with respect to the Forecasts; (2) expressed any opinion or any other form of assurance on such information or the achievability of the results reflected in such information; or (3) assumed any responsibility for the Forecasts. The Company’s independent registered public accounting firm disclaims any association with the Forecasts.

Readers of this proxy statement are cautioned not to place undue reliance on the summaries of the Forecasts set forth below. The Forecasts are forward-looking statements. For information on factors that may cause the Company’s future results to materially vary, see the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements,” beginning on page 22. Although the Forecasts are presented with numerical specificity, they reflect numerous assumptions and estimates as to future events, which, with respect to the Management Case Forecasts, the Company management believed were reasonable at the time that such Management Case Forecasts were prepared, taking into account the relevant information available to the Company management at the time. The Company management did not assess any of the assumptions or estimates utilized by research analysts in preparing the publicly available research analysts’ estimates upon which the Research Case Forecasts were based. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results and none of the Company, the Company Board, its advisors, or any other person considered has made or makes any representation to any person regarding the ultimate performance of the Company compare to the information contained in the Forecasts. Important factors that may affect actual results and cause the Forecasts not to be achieved include (but are not limited to): (1) general economic conditions; (2) the accuracy of certain accounting assumptions; (3) changes in actual or projected cash flows; (4) competitive pressures; and (5) changes in tax laws. In addition, the Forecasts do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Merger or any of the other transactions contemplated by the Merger Agreement. Furthermore, the Forecasts do not take into account the effect of the entry into the Merger Agreement or any failure of the Merger to be completed and should not be viewed as accurate or continuing in that context. As a result, there can be no assurance that the

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Forecasts will be realized, and actual results may be materially better or worse than those contained in the Forecasts. The inclusion of this information should not be regarded as an indication that the Company Board, the Company or any other recipient of this information considered, or now considers, the Forecasts to be predictive of actual future results. The Forecasts are not included in this proxy statement in order to induce any Company stockholder to vote in favor of any proposal to be considered at the special meeting. None of the Company, the Company Board, its advisors (including, but not limited to, Evercore), or any other person intends to update or otherwise revise the Forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Forecasts are shown to be in error or no longer appropriate.

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Non-GAAP Financial Measures

Non-GAAP Gross Profit, Non-GAAP Operating Income, Non-GAAP EBITDA, Non-GAAP Net Income, Non-GAAP EPS and Unlevered Free Cash Flow are non-GAAP financial measures. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. The calculations of non-GAAP financial measures reflected in the Forecasts may differ from others in the Company’s industry and are not necessarily comparable with measures with similar titles used by other companies. The Company strongly encourages you to review all of its financial statements and publicly filed reports in their entirety and to not rely on any single financial measure.

The Management Case Forecasts

The Company management believes non-GAAP financial measures provide useful information to investors by offering (1) the ability to make more meaningful period-to-period comparisons of the Company’s ongoing operating results, (2) the ability to make more meaningful comparisons of the Company’s operating performance relative to its competitors, (3) the ability to better identify trends in the Company’s underlying business and to perform related trend analyses and (4) a better understanding of how management plans and measures the Company’s underlying business. The non-GAAP financial measures utilized in the September Management Case and the October Management Case constitute forward-looking information, and the Company believes that a quantitative reconciliation of each such non-GAAP financial measure to the most comparable financial measure calculated and presented in accordance with GAAP cannot be made available without unreasonable efforts. A reconciliation of these non-GAAP financial measures would require the Company to quantify at least two or more of the following: capital expenditures, changes in working capital, changes in deferred revenue, stock-based compensation expense, acquisition and integration expense, amortization expense associated with acquired

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intangibles, asset impairment charges, restructuring charges, gains or losses relating to sales of assets, the Non-Cash Interest Expense, and, for fiscal year 2016 only, the impact to cost of revenues from certain purchase accounting adjustments to inventory and the effects of certain intercompany transactions on the tax provision. A reconciliation of these non-GAAP financial measures would also require the Company to quantify the tax impact of each of the foregoing. All but the Non-Cash Interest Expense, the purchase accounting adjustments to inventory and the effects of certain intercompany transactions on the tax provision cannot be reliably quantified due to the combination of variability and volatility of such components and may, depending on the size of the components, have a significant impact on the reconciliation. The Company is able to quantify the Non-Cash Interest Expense because the interest rate is fixed. The Non-Cash Interest Expense is expected to be $15.4 million, $16.2 million, $17.0 million, $17.9 million and $3.0 million during fiscal years 2016, 2017, 2018, 2019 and 2020, respectively. The Company is able to quantify the fiscal year 2016 purchase accounting adjustments to inventory, which are expected to total $36.8 million, because the Company has already made such an estimate as part of its preliminary purchase consideration allocation to the fair value of the assets acquired and liabilities assumed in connection with the Company’s acquisition of Ruckus Wireless, Inc. in May 2016. The Company is able to quantify the fiscal year 2016 effects of certain intercompany transactions on the tax provision, which are expected to total $27.9 million, because those transactions were completed prior to September 2016.

The Research Case Forecasts

As noted above, the Research Case Forecasts were derived solely from the mathematical aggregation of publicly available estimates of the Company’s future performance prepared by third party research analysts. Each of those research analysts independently determined the nature of the adjustments to be made in calculating the non-GAAP financial measures included in its published reports, and those adjustments may differ not only from one research analyst to another but also from the adjustments made by the Company in calculating the non-GAAP financial measures included in the Management Case Forecasts. Accordingly, for each non-GAAP financial measure presented as part of the Research Case Forecasts, the Company is unable to (i) provide a specific definition of each such non-GAAP financial measure, (ii) present the most directly comparable financial measure calculated and presented in accordance with GAAP, or (iii) reconcile each such non-GAAP financial measure with any GAAP financial measure without unreasonable efforts.

Financing of the Merger

We anticipate that the total funds needed to complete the Merger, including:

will be funded through a combination of:

We believe that Parent’s available debt, together with new borrowings by Parent, Ultimate Parent or any of their respective subsidiaries and available cash from the combined balance sheet of the Company, Parent and Ultimate Parent, will be sufficient to complete the Merger, but we cannot assure you of that. Although obtaining debt financing is not a condition to the completion of the Merger, the failure of Parent, Ultimate Parent or any of their respective subsidiaries to obtain any amount of debt financing could result in the failure of the Merger to be consummated.

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Closing and Effective Time of Merger

Unless the parties otherwise agree in writing, the closing of the Merger will take place no later than the fourth business day following the date on which the last of the conditions to closing of the Merger (described under the section of this proxy statement entitled “The Merger Agreement — Conditions to the Merger” beginning on page 98) has been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the closing of the Merger, but subject to the satisfaction or waiver of such conditions), or at such other date and time as Parent and the Company have otherwise agreed in writing, provided that if the closing of the Merger would occur on a date that is within the 15-day period prior to the closing of any Ultimate Parent fiscal quarter, Parent may elect to defer the closing of the Merger until the opening of business on the first business day of the immediately succeeding fiscal quarter.

Payment of Merger Consideration and Surrender of Stock Certificates

If your shares of Company Common Stock are held on your behalf by a bank, brokerage firm or other nominee, although each bank, brokerage firm or other nominee establishes its own procedures, we believe that payment for those shares will be deposited in your account with such bank, brokerage firm or other nominee promptly after consummation of the Merger. If you hold only book entry shares at Wells Fargo Bank, N.A., we believe that the paying agent will mail you a check in the amount of the Merger Consideration for those shares approximately one week after consummation of the Merger. If you hold Company stock certificates and the shares represented by that certificate have not been delivered to a government authority under unclaimed property, escheat or similar laws, the paying agent will mail you a letter of transmittal within three business days of the consummation of the Merger that you must complete and return to the paying agent. Once the paying agent receives your properly completed letter of transmittal and stock certificate(s), the paying agent will mail you a payment check in the amount of the aggregate Merger Consideration for your certificated shares and for your book entry shares, if any.

You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the paying agent without a letter of transmittal.

If you hold Company stock certificates, you will not be entitled to receive the Merger Consideration until you deliver a duly completed and executed letter of transmittal to the paying agent. You must also surrender your stock certificate or certificates to the paying agent. If you have lost a stock certificate, or if it has been stolen or destroyed, then to receive your Merger Consideration with respect to the shares of Company Common Stock represented by that stock certificate, you will have to make an affidavit of the loss, theft or destruction of that stock certificate and, if required by Parent or the surviving corporation, post a bond as indemnity against any claim that may later be made with respect to such stock certificate. If ownership of your shares is not registered in the transfer records of the Company, a check for any cash to be delivered will only be issued if the applicable letter of transmittal is accompanied by all documents reasonably required by the Company to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

Interests of Certain Persons in the Merger

When considering the recommendation of the Company Board that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, those of our stockholders generally. The Company Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by the stockholders of the Company. In the discussion below, we have quantified payments and benefits on a pre-tax basis to our executive officers and to our non-employee directors. For the purposes of the agreements and plans described below, the completion of the transactions contemplated by the Merger Agreement will constitute a change in control and/or merger of the Company, as applicable.

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Treatment of Equity-Based Awards

Pursuant to the Company’s equity incentive plans and programs, certain Company equity awards held by its executive officers and directors that are outstanding immediately prior to the consummation of the Merger will be cashed out or assumed by Ultimate Parent at the effective time of the Merger, as described in more detail in the section of the proxy statement entitled “The Merger Agreement — Treatment of Company Common Stock, Options and Restricted Stock Units” beginning on page 79.

We maintain and/or administer the 1999 Stock Plan (as amended and restated, the “ 1999 Plan ”), 1999 Director Plan (as amended and restated, the “ 1999 Director Plan ”), 2009 Stock Plan (as amended and restated, the “ 2009 Plan ”), 2009 Director Plan (as amended and restated, the “ 2009 Director Plan ”), and Inducement Award Plan (as amended and restated, the “ Inducement Plan ,” and, collectively with the 1999 Plan, the 1999 Director Plan, the 2009 Plan, and the 2009 Director Plan, the “ Equity Plans ”). Our executive officers and non-employee directors hold certain stock options to purchase shares of Company Common Stock granted under an Equity Plan (“ Options ”), restricted stock unit awards covering shares of Company Common Stock granted under an Equity Plan (“ RSU Awards ”) and restricted stock unit awards granted under an Equity Plan the vesting of which is subject to performance goals immediately prior to the closing date of the Merger (“ PSU Awards ”). Each of the Options, RSU Awards and PSU Awards was granted under the Equity Plans and is subject to an award agreement between such award holder and us. As of November 1, 2016, our directors and executive officers held outstanding Options to purchase an aggregate of 5,307,000 shares of Company Common Stock, RSU Awards covering an aggregate of 1,389,817 shares of Company Common Stock and PSU Awards covering an aggregate of 1,320,787 shares of Company Common Stock at target performance achievement levels (or an aggregate of 1,981,181 shares of Company Common Stock at maximum performance achievement levels).

Vesting of all Options and RSU Awards held by non-employee directors will accelerate in accordance with the applicable Equity Plans.

Under each of the 1999 Plan and the 1999 Director Plan, in the event of a merger of the Company with or into another corporation in which the successor corporation does not assume or substitute for an Option or an RSU Award granted under such plans, the award will become fully vested, and with respect to an Option, be exercisable for a specified period of time (including underlying shares that otherwise would not be vested or exercisable). If an Option or RSU Award granted under the 1999 Director Plan is assumed or substituted for and, following such assumption or substitution, the non-employee director’s status as a member of the Company Board or as a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the non-employee director, the award or the equivalent award will become fully vested and, with respect to an Option, exercisable.

The 2009 Plan, the 2009 Director Plan and the Inducement Plan provide that in the event of a change in control (as defined in the applicable Equity Plan and which the Merger constitutes) of the Company in which the successor corporation does not assume or substitute for an Option, RSU Award, or PSU Award granted under such Equity Plan, the award will become fully vested, and with respect to an Option, be fully exercisable for a specified period of time (including underlying shares that would not otherwise be vested or exercisable), and PSU Awards granted under the 2009 Plan will vest based on all performance goals or other vesting criteria being deemed achieved at 100% of target levels. If an Option or RSU Award granted under the 2009 Director Plan is assumed or substituted for and, following such assumption or substitution, the non-employee director’s status as a member of the Company Board or as a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the non-employee director, the award or the equivalent award will become fully vested and, with respect to an Option, exercisable.

We are a party to certain PSU Award agreements with certain of our executive officers that govern PSU Awards granted under the 2009 Plan, the vesting of which is based in part on the achievement of a performance

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goal relating to the Company’s Stock Price Performance as measured against the NASDAQ Telecom Stock Price Performance over a specified performance period or periods. As defined in the PSU Award agreement: (i) the Company’s Stock Price Performance generally refers to the percentage increase or decrease in the change in share price plus reinvestment of any dividends (referred to as total return), of a share of Company Common Stock for the last 60 market trading days in the applicable performance period over the first 60 market trading days beginning 30 market trading days before the first day of the performance period and (ii) the NASDAQ Telecom Stock Price Performance generally refers to the percentage increase or decrease in the total return of a share of the NASDAQ Telecommunications Index as measured with respect to the same periods with respect to a performance period as applicable to the Company’s Stock Price Performance in the immediately clause (i).

Under each of the PSU Award agreements, if a change in control (as defined in the 2009 Plan and which the Merger constitutes) of the Company occurs while the applicable award holder is a service provider to us or our subsidiaries and before the last day of the applicable performance period, then (i) the PSU Award’s performance period will be deemed to end on the closing of the change in control, (ii) the number of Eligible Units will be determined as of the closing date of the Merger, (iii) 50% of the Eligible Units will become vested as of immediately prior to and contingent upon the change in control, and (iv) the remaining 50% of the Eligible Units will be scheduled to vest on the one-year anniversary of the closing date of the change in control subject to the applicable executive officer remaining a service provider to us or our parent or subsidiaries through such date. However, in the event of a change in control of the Company that occurs during the period beginning November 1, 2018, and ending October 28, 2019, then with respect to PSU Awards granted to our executive officers in 2016, in lieu of clause (iv) in the immediately preceding sentence, the remaining 50% of the Eligible Units will vest immediately prior to and contingent on such change in control.

No non-employee director will be a Continuing Service Provider, and therefore, each of the Options and RSU Awards outstanding and unvested as of immediately prior to the effective time of the Merger that is held by a non-employee director will vest immediately prior to the effective time of the Merger and will be cashed out in exchange for the Cash Out Payment pursuant to the terms of the applicable Equity Plan and the Merger Agreement.

For vesting acceleration in connection with certain qualifying terminations of employment for our executive officers, see also the section of this proxy statement entitled “The Merger — Interests of Certain Persons in the Merger — Change of Control Retention Agreements” beginning on page 69.

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The following table shows, as of May 2, 2017, for each person who has been an executive officer since November 1, 2015, (i) the number of shares of Company Common Stock held by him or her (including any beneficial ownership), (ii) the value of such shares of Company Common Stock held by him or her, (iii) the number of shares of Company Common Stock subject to vested In-the-Money Options held by him or her, (iv) the Cash Out Payment that he or she will receive for such vested In-the-Money Options upon consummation of the Merger, (v) the number of shares of Company Common Stock subject to Options held by him or her to be assumed by Ultimate Parent, (vi) the value of the Options held by him or her to be assumed by Ultimate Parent, (vii) the number of shares subject to RSU Awards and PSU Awards held by him or her to be assumed by Ultimate Parent, (viii) the value of such RSU Awards and PSU Awards held by him or her to be assumed by Ultimate Parent upon the consummation of the Merger, and (ix) the total value of such Options, RSU Awards and PSU Awards held by him or her to be assumed by Ultimate Parent upon the consummation of the Merger, in each case, calculated assuming the Merger is consummated on May 2, 2017, and that each executive officer will be a Continuing Service Provider. The values in the table below are based on the Merger Consideration of $12.75. The actual values of the assumed Options, RSU Awards and PSU Awards are to be based on the Exchange Ratio, which cannot be determined until the closing date of the Merger. The amounts shown represent neither the value of the awards for accounting purposes nor the amount, if any, that actually will be realized by the individual with respect to any awards, and do not reflect any taxes payable by the individual.

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The following table shows as of May 2, 2017, for each person who has been a non-employee director since November 1, 2015, (i) the number of shares of Company Common Stock held by him or her (including any beneficial ownership), (ii) the value of such shares of Company Common Stock held by him or her, (iii) the number of shares of Company Common Stock subject to In-the-Money Options held by him or her, (iv) the Cash Out Payment that he or she will receive for such In-the-Money Options upon consummation of the Merger, (v) the number of shares of Company Common Stock subject to RSU Awards held by him or her, (vi) the Cash Out Payment for the RSU Awards held by him or her, and (vii) the total Cash Out Payment for Options and RSU Awards held by him or her, in each case, calculated assuming the Merger is consummated on May 2, 2017, and that each non-employee director will not be a Continuing Service Provider. None of the non-employee directors holds any PSU Awards. The values in the table below are based on the Merger Consideration of $12.75. The amounts shown represent neither the value of the awards for accounting purposes nor the amount, if any, that actually will be realized by the individual with respect to any awards, and do not reflect any taxes payable by the individual.

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