As previously reported, on November 2, 2016, Brocade Communications
Systems, Inc. (the Company) entered into an Agreement and Plan of Merger with Broadcom Limited (Broadcom), Broadcom Corporation and Bobcat Merger Sub, Inc. (the Merger Agreement) pursuant to which Broadcom agreed
to acquire the Company. Broadcom Corporation subsequently assigned all of its rights under the Merger Agreement to LSI Corporation (LSI) on December 19, 2016. At a special meeting of the stockholders of the Company held on
January 26, 2017, the proposed acquisition was approved by the holders of approximately 99.23% of the shares of common stock of the Company present in person or by proxy and entitled to vote thereon.
On July 17, 2017, following discussions with the Committee on Foreign Investment in the United States (CFIUS), the parties
agreed to withdraw and re-file their joint voluntary notice to CFIUS under the Defense Production Act of 1950, as amended, to allow more time for review and discussion with CFIUS in connection with the proposed acquisition. Once CFIUS accepts the
joint voluntary notice, it will commence a new 30-day review period, which may be followed by a 45-day investigation period.
Brocade and
Broadcom have been and will continue to be actively engaged with CFIUS during its review of the proposed acquisition. There can be no assurances, however, that CFIUS will ultimately agree that the parties may proceed with the proposed acquisition.
Under the terms of the Merger Agreement and the previous extension reported by the Company on April 27, 2017, under certain
specified conditions, if the proposed acquisition has not been completed on or before August 1, 2017 (such date, as may be extended, the End Date), either the Company or LSI may terminate the Merger Agreement unless the other party
elects to extend the End Date. On July 17, 2017, in accordance with the Merger Agreement, the Company and LSI elected to extend the End Date to November 1, 2017. No other provisions of the Merger Agreement were otherwise amended or waived,
and the Merger Agreement remains in full force and effect.
Brocade and Broadcom remain fully committed to the proposed acquisition and
will continue to work diligently and cooperatively to close the proposed acquisition. The closing of the proposed acquisition remains subject to other conditions, including the receipt of antitrust regulatory approval in China. At this time, the
parties have obtained antitrust regulatory approval or clearance for the proposed acquisition in the United States, the European Union and Japan, the only other jurisdictions for which antitrust regulatory approval or clearance is a closing
condition. The Company presently expects the proposed acquisition to be completed during its fourth fiscal quarter ending October 28, 2017.
Legal
Notice Regarding Forward-Looking Statements
This communication, and any documents to which the Company refers you in this
communication, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the
Companys current expectations or beliefs concerning future events, including but not limited to the expected completion and timing of the proposed transaction and other information relating to the proposed transaction. Without limiting the
foregoing, the words believes, anticipates, plans, expects, intends, forecasts, should, estimates, contemplate, future,
goal, potential, predict, project, projection, target, seek, may, will, could, should, would,
assuming and similar expressions are intended to identify forward-looking statements. You should read any such forward-looking statements carefully, as they involve a number of risks, uncertainties and assumptions that may cause actual
results to differ significantly from those projected or contemplated in any such forward-looking statement. Those risks, uncertainties and assumptions include, (i) the risk that the proposed transaction may not be completed in a timely manner
or at all, which may adversely affect the Companys business and the price of the Companys common stock, (ii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the receipt of
certain governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the outcome of any legal proceedings that have been or may
be instituted against the Company related to the Merger Agreement or the proposed transaction, and (v) other risks described in the Companys filings with the SEC, such as its Quarterly Reports on Form 10-Q and Annual Report on Form 10-K.
Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in this document. Except as required by applicable law or regulation, the Company does not assume any obligation to
update any such forward-looking statements whether as the result of new developments or otherwise.