RSYS Radisys Corp. (delisted)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

RADISYS CORPORATION

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

RADISYS CORPORATION

August 10, 2018

To the Shareholders of Radisys Corporation:

You are cordially invited to attend a special meeting of shareholders, which we refer to as the “ Special Meeting ,” of Radisys Corporation, an Oregon corporation, which we refer to as “ RSYS ,” the “ Company ,” “ we ,” “ us ,” or “ our ,” to be held on September 5, 2018, at 8:00 a.m., Pacific Time, at our principal executive offices at 5435 NE Dawson Creek Drive, Hillsboro, Oregon 97124.

At the Special Meeting, you will be asked to consider and vote on a proposal to approve the Agreement and Plan of Merger, which we refer to as the “ Merger Agreement ,” dated as of June 29, 2018, by and among RSYS, Reliance Industries Limited, which we refer to as “ RIL ,” and Integrated Cloud Orchestration (ICO), Inc., an Oregon corporation and a wholly owned subsidiary of RIL, which we refer to as “ Merger Sub ,” and approve the Merger (as defined below) and the other transactions contemplated by the Merger Agreement. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into RSYS, which we refer to as the “ Merger ,” and RSYS will become a wholly owned subsidiary of RIL. At the Special Meeting, you will also be asked to consider and vote on any proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the Merger Agreement and approve the Merger and the other transactions contemplated thereby at the time of the Special Meeting and a non-binding, advisory proposal to approve certain compensation that will or may become payable to RSYS’s named executive officers in connection with the Merger.

If the Merger is completed, you will be entitled to receive $1.72 in cash, without interest and less any applicable withholding taxes, for each share of common stock of RSYS that you own, which represents a premium of approximately (i) 136% over the average closing price of RSYS’s common stock for the 30 calendar days ending on June 28, 2018, the last trading day prior to the date the Merger Agreement was publicly announced, and (ii) 146% over the closing price of RSYS’s common stock on June 28, 2018.

The Board of Directors of RSYS, which we refer to as the “ Board of Directors ,” after considering the factors more fully described in the enclosed proxy statement, has unanimously (1) determined that the form, terms and provisions of the Merger Agreement, the Merger and the other transactions contemplated thereby represent a transaction that is advisable for, fair to, and in the best interests of, RSYS and its shareholders; (2) adopted and declared advisable the Merger Agreement and the consummation by RSYS of the Merger and the other transactions contemplated thereby in all respects; (3) directed that the Merger Agreement be submitted to the shareholders of RSYS for approval; and (4) recommended that RSYS shareholders vote in favor of the approval of the Merger Agreement and approve the Merger and the other transactions contemplated thereby. The Board of Directors recommends that you vote (1) “FOR” the approval of the Merger Agreement and approval of the Merger and the other transactions contemplated thereby; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement and approve the Merger and the other transactions contemplated thereby at the time of the Special Meeting; and (3) “FOR” the non-binding, advisory proposal to approve certain compensation that will or may become payable to RSYS’s named executive officers in connection with the Merger.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically

over the Internet or by telephone. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to approve the Merger Agreement and approve the Merger and the other transactions contemplated thereby, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to approve the Merger Agreement and approve the Merger and the other transactions contemplated thereby is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of common stock of RSYS as of the record date. Please note that any abstention or other failure to vote your shares of common stock will be counted as a “NO” vote for purposes of approving the Merger Agreement and approving the Merger and the other transactions contemplated thereby.

If you have any questions or need assistance voting your shares, please contact our Proxy Solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Banks and Brokers Call: (212) 269-5550

Shareholders Call Toll-Free: (866) 796-1292

Email: radisys@dfking.com

On behalf of the Board of Directors, we thank you for your support and appreciate your consideration of this matter.

The accompanying proxy statement is dated August 10, 2018 and, together with the enclosed form of proxy card, is first being mailed to shareholders of RSYS on or about August 14, 2018.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Merger, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, including the proposed Merger, or passed upon the adequacy or accuracy of the information contained in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

RADISYS CORPORATION

including the proposal to approve the Merger Agreement and approve the Merger and the other transactions contemplated thereby, without your instructions.

Dated: August 10, 2018

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOU ARE A SHAREHOLDER OF RECORD, YOU MAY REVOKE YOUR PROXY OR CHANGE YOUR VOTE AT ANY TIME BEFORE IT IS VOTED AT THE SPECIAL MEETING.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to approve the Merger Agreement and approve the Merger and the other transactions contemplated thereby, without your instructions.

If you are a shareholder of record, voting in person by ballot at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to (1) return your proxy card; (2) grant your proxy electronically over the Internet or by telephone; or (3) attend the Special Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement and approve the Merger and the other transactions contemplated thereby and the proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement and approve the Merger and other transactions contemplated thereby at the time of the Special Meeting; however, failure to take such actions will have no effect on the advisory vote regarding Merger-related compensation.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of our common stock, please contact our Proxy Solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Banks and Brokers Call: (212) 269-5550

Shareholders Call Toll-Free: (866) 796-1292

Email: radisys@dfking.com

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. We encourage you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “ Where You Can Find More Information .”

Q: Why am I receiving these materials?

A: The Board of Directors is furnishing this proxy statement and form of proxy card to the holders of shares of our common stock, as of the Record Date, in connection with the solicitation of proxies to be voted at the Special Meeting.

Q: What am I being asked to vote on at the Special Meeting?

A: You are being asked to vote on the following proposals:

(1) To approve the Merger Agreement, pursuant to which Merger Sub will merge with and into RSYS, and RSYS will become a wholly owned subsidiary of RIL, and to approve the Merger and the other transactions contemplated by the Merger Agreement;

(2) To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement and approve the Merger and the other transactions contemplated thereby at the time of the Special Meeting; and

(3) To approve, by non-binding, advisory vote, certain compensation that will or may become payable to RSYS’s named executive officers in connection with the Merger.

Q: When and where is the Special Meeting?

A: The Special Meeting will take place on September 5, 2018, at 8:00 a.m., Pacific Time, at our principal executive offices at 5435 NE Dawson Creek Drive, Hillsboro, Oregon 97124.

Q: Who is entitled to vote at the Special Meeting?

A: Each holder of shares of our common stock as of the Record Date is entitled to notice of the Special Meeting and to vote at the Special Meeting. Each such holder of shares of our common stock is entitled to cast one vote on each matter properly brought before the Special Meeting for each share of our common stock owned as of the Record Date by such holder.

Q: May I attend the Special Meeting and vote in person?

A: Yes. All holders of shares of our common stock as of the Record Date may attend the Special Meeting and vote in person. Seating will be limited. Holders of shares of our common stock will need to present proof of ownership of shares of our common stock, such as a bank or brokerage account statement, and a form of personal identification to be admitted to the Special Meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Special Meeting.

Even if you plan to attend the Special Meeting in person, to ensure that your shares will be represented at the Special Meeting we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid

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reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy previously submitted by you with respect to the shares so voted in person.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to approve the Merger Agreement and approve the Merger and the other transactions contemplated thereby, without your instructions. If you hold your shares in “street name,” you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

Q: What is the proposed Merger and what effects will it have on RSYS?

A: The proposed Merger is the acquisition of RSYS by RIL. If the proposal to approve the Merger Agreement and approve the Merger and the other transactions contemplated thereby is approved by our shareholders and all of the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub will merge with and into RSYS, with RSYS continuing as the Surviving Corporation. As a result of the Merger, RSYS will become a wholly owned subsidiary of RIL, and our common stock will no longer be publicly traded and will be delisted from the Nasdaq Global Select Market. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic or current reports with the SEC.

Q: What will I receive if the Merger is completed?

A: Upon completion of the Merger, you will be entitled to receive the Merger Consideration of $1.72 for each share of our common stock that you own, without interest and less any applicable withholding taxes. For example, if you own 100 shares of our common stock, you will receive $172.00 in cash in exchange for your shares of our common stock, without interest and less any applicable withholding taxes.

Q: How does the Merger Consideration compare to the market price of the common stock?

A: The relationship of the Merger Consideration to the trading price of our common stock constituted a premium of approximately (i) 136% over the average closing price of our common stock for the 30 calendar days ending on June 28, 2018, the last trading day prior to the date when the Merger Agreement was publicly announced, and (ii) 146% over the closing price of our common stock on June 28, 2018.

Q: What do I need to do now?

A: We encourage you to read this proxy statement, the annexes to this proxy statement and the documents that we refer to in this proxy statement carefully and consider how the Merger affects you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or grant your proxy electronically over the Internet or by telephone, so that your shares can be voted at the Special Meeting. If you hold your shares in “street name,” please refer to the voting instruction forms provided by your bank, broker or other nominee to vote your shares.

Q: Should I send in my stock certificates now?

A: No. After the Merger is completed, you will receive a letter of transmittal containing instructions for how to send your stock certificates to the paying agent in order to receive the appropriate cash payment for the shares of our common stock represented by your stock certificates, as described in the section of this proxy statement captioned “ The Merger Agreement - Exchange and Payment Procedures .” You should use the letter of transmittal to exchange your stock certificates for the cash payment to which you are entitled. Please do not send your stock certificates with your proxy card .

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If your shares are held in “street name” by your broker, bank, or other nominee, you will receive instructions from your broker, bank or other nominee as to how to effect the surrender of your shares held in “street name.”

Q: What happens if I sell or otherwise transfer my shares of common stock after the Record Date but before the Special Meeting?

A: The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the date the Merger is expected to be completed. If you sell or transfer your shares of our common stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies RSYS in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or otherwise transfer your shares of our common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone .

Q: How does the Board of Directors recommend that I vote?

A: The Board of Directors, after considering the various factors described in the section of this proxy statement captioned “ The Merger - Recommendation of the Board of Directors and Reasons for the Merger ,” has unanimously (i) determined that the form, terms and provisions of the Merger Agreement, the Merger and the other transactions contemplated thereby represent a transaction that is advisable for, fair to, and in the best interests of, RSYS and its shareholders; (ii) adopted and declared advisable the Merger Agreement and the consummation by RSYS of the Merger and the other transactions contemplated thereby in all respects; (iii) directed that the Merger Agreement be submitted to the shareholders of RSYS for approval; and (iv) recommended that RSYS shareholders vote in favor of the approval of the Merger Agreement and approve the Merger and the other transactions contemplated thereby.

The Board of Directors recommends that you vote (1) “ FOR ” the approval of the Merger Agreement and approval of the Merger and the other transactions contemplated thereby; (2) “ FOR ” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement and approve the Merger and the other transactions contemplated thereby at the time of the Special Meeting; and (3) “ FOR ” the proposal to approve, by non-binding, advisory vote, certain compensation that will or may become payable to RSYS’s named executive officers in connection with the Merger.

Q: What happens if the Merger is not completed?

A: If the Merger Agreement and the Merger and the other transactions contemplated thereby are not approved by shareholders or if the Merger is not completed for any other reason, shareholders will not receive any payment for their shares of our common stock. Instead, RSYS will remain an independent public company, our common stock will continue to be listed and traded on the Nasdaq Global Select Market and registered under the Exchange Act, and we will continue to file periodic and current reports with the SEC. See the section of this proxy statement captioned “ The Merger - Effect on RSYS if the Merger is Not Completed .”

Under specified circumstances, RSYS will be required to pay RIL a termination fee upon the termination of the Merger Agreement, as described in the section of this proxy statement captioned “ The Merger Agreement - Termination of the Merger Agreement; Termination Fees .”

Q: What constitutes a quorum?

A: Shareholders of RSYS representing a majority of the voting power of the issued and outstanding shares of common stock of RSYS, present in person or represented by proxy, shall constitute a quorum for the transaction

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of any business at the Special Meeting. As of the Record Date, 19,804,881 shares of our common stock will be required to obtain a quorum. When a quorum is present to organize a meeting of RSYS shareholders, it is not broken by the subsequent withdrawal of any RSYS shareholders. Abstentions and any broker non-votes are considered as present for the purpose of determining the presence of a quorum.

Q: What vote is required to approve the Merger Proposal?

A: The affirmative vote of the holders of a majority of the outstanding shares of our common stock is required to approve the Merger Proposal.

If a quorum is present at the Special Meeting, the failure of any shareholder of record to: (i) submit a signed proxy card; (ii) grant a proxy over the Internet or by telephone; or (iii) vote in person by ballot at the Special Meeting will have the same effect as a vote “ AGAINST ” the Merger Proposal. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “ AGAINST ” the Merger Proposal. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “ AGAINST ” the Merger Proposal.

Q: What vote is required to approve the Adjournment Proposal and the Say-on-pay Proposal?

A: Approval of the Adjournment Proposal, whether or not a quorum is present, requires the affirmative vote of a majority of the shares of our common stock having voting power present in person or represented by proxy at the Special Meeting.

Approval of the Say-on-pay Proposal requires the affirmative vote of a majority of the votes cast on the proposal, provided a quorum is present.

The failure of any shareholder of record to (i) submit a signed proxy card; (ii) grant a proxy over the Internet or by telephone; or (iii) vote in person by ballot at the Special Meeting will not have any effect on either the Adjournment Proposal or the Say-on-pay Proposal. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will be treated as a vote “ AGAINST ” the Adjournment Proposal, but will not have any effect on the Say-on-pay Proposal. Abstentions will have the same effect as a vote “ AGAINST ” these proposals.

Q: Are there any risks to me associated with the Merger that I should consider?

A: Yes. There are risks associated with all business combinations, including the Merger. For further detail, see the section of this proxy statement captioned “ Forward-Looking Statements .”

Q: What is the difference between holding shares as a shareholder of record and as a beneficial owner?

A: If your shares are registered directly in your name with our transfer agent, Computershare Shareowner Services, you are considered, with respect to those shares, to be the “shareholder of record.” In this case, this proxy statement and your proxy card have been sent directly to you by RSYS.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of our common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the shareholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the shareholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

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Q: Will my shares held in “street name” or another form of record ownership be combined for voting purposes with shares I hold of record?

A: No. For voting purposes, any shares you may hold in “street name” will be deemed to be held by a different shareholder than any shares you hold of record, and as a result, any shares held in “street name” will not be combined for voting purposes with shares that you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for the shares held in each such form, because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Shares held in an individual retirement account must be voted under the rules governing such account.

Q: How may I vote?

A: If you are a shareholder of record (that is, if your shares of our common stock are registered in your name with Computershare Shareowner Services, our transfer agent), there are four ways to vote:

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of our common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone. Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet or by telephone, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting in person, you are strongly encouraged to vote your shares of our common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of our common stock in person by ballot at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote in person by ballot, your previous vote by proxy will not be counted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee.

Q: If my broker holds my shares in “street name,” will my broker vote my shares for me?

A: No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the Special Meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your shares. Without instructions, your shares will not be voted on such proposals, which will have the same effect as if you voted against the Merger Proposal and the Adjournment Proposal, but will have no effect on the Say-on-pay Proposal.

Q: May I change my vote after I have mailed my signed proxy card?

A: Yes. If you are a shareholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

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If you hold your shares of our common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Q: What is a proxy?

A: A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of our common stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of our common stock is called a “proxy card.” Brian Bronson, our President and Chief Executive Officer, and Jonathan Wilson, our Chief Financial Officer, with full power of substitution, are the proxy holders for the Special Meeting.

Q: If a shareholder gives a proxy, how are the shares voted?

A: Regardless of the method you choose to vote, the proxy holders will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares 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 should be voted on a matter, the shares represented by your properly signed proxy will be voted: (i) “ FOR ” the approval of the Merger Agreement and approval of the Merger and the other transactions contemplated thereby; (ii) “ FOR ” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement and approve the Merger and the other transactions contemplated thereby at the time of the Special Meeting; and (3) “ FOR ” the proposal to approve, by non-binding, advisory vote, certain compensation that will or may become payable to RSYS’s named executive officers in connection with the Merger.

Q: What should I do if I receive more than one set of voting materials?

A: Please sign, date and return (or grant your proxy electronically over the Internet or by telephone) each proxy card and voting instruction card that you receive.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one proxy card.

Q: Where can I find the voting results of the Special Meeting?

A: RSYS intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. All reports that RSYS files with the SEC are publicly available when filed. See the section of this proxy statement captioned “ Where You Can Find More Information .”

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Q: Will I be subject to U.S. federal income tax upon the exchange of common stock for cash pursuant to the Merger?

A: If you are a U.S. Holder (as defined in the section of this proxy statement captioned “ The Merger - Material U.S. Federal Income Tax Consequences of the Merger ”), the exchange of our common stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes, which generally will require a U.S. Holder to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received by such U.S. Holder in the Merger and such U.S. Holder’s adjusted tax basis in the shares of our common stock surrendered in the Merger. Gain or loss realized generally must be calculated separately for each block of shares ( i.e. , shares acquired at the same cost in a single transaction) surrendered pursuant to the Merger.

A Non-U.S. Holder (as defined in the section of this proxy statement captioned “ The Merger - Material U.S. Federal Income Tax Consequences of the Merger ”) generally will not be subject to U.S. federal income tax with respect to the exchange of our common stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States.

The determination of actual tax consequences of the Merger to a holder of our common stock will depend on the holder’s specific situation. Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the Merger in light of your own particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or foreign taxing jurisdiction. A more complete description of material U.S. federal income tax consequences of the Merger is provided in the section of this proxy statement captioned “ The Merger - Material U.S. Federal Income Tax Consequences of the Merger .”

Q: What will the holders of RSYS stock options and restricted stock units receive in the Merger?

A: Immediately prior to the Effective Time, each Company Stock Option granted under the Stock Plans that is outstanding immediately prior to the Effective Time will become fully vested and free of any forfeiture restrictions. Immediately afterwards, each Company Stock Option will be cancelled, extinguished and converted, without any further action on the part of RIL, RSYS or the holder of such Company Stock Option, into the right to receive a payment, without interest, in an amount equal to the product of (i) the number of shares subject to such Company Stock Option and (ii) the amount, if any, by which the Merger Consideration exceeds the per share exercise price of such Company Stock Option, with the product of (i) and (ii) rounded to the nearest whole cent and computed after aggregating cash amounts for all shares underlying all Company Stock Options held by such option holder immediately prior to the Effective Time, less withholding taxes. Notwithstanding the foregoing, at least thirty (30) days before the closing date of the Merger, each holder of a Company Stock Option shall be given written notice and an opportunity to exercise his or her Company Stock Options (whether or not vested) effective immediately before the Effective Time, with such exercise being contingent on the occurrence of the closing of the Merger. At the Effective Time, each Company Stock Option that has an exercise price per share that is greater than or equal to the Merger Consideration will be cancelled and the holder of such Company Stock Option will not be entitled to receive any payment in exchange for such cancellation.

Each Company TBRSU outstanding immediately prior to the Effective Time (after giving effect to the relevant accelerated vesting requirements contained in the Stock Plans and the award agreements pursuant thereto) will, as of immediately prior to the Effective Time, become fully vested and free of any forfeiture restrictions. Immediately thereafter, each Company TBRSU will be cancelled, extinguished and converted, without any action on the part of RIL, RSYS or the holder of such Company TBRSU, into the right to receive a payment, without interest, in an amount equal to the product of (i) the Merger Consideration and (ii) the number of shares subject to such Company TBRSU.

Each Company PBRSU that is vested immediately prior to the Effective Time will immediately thereafter be cancelled, extinguished and converted, without any action on the part of RIL, RSYS or the holder of such

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Company PBRSU, into the right to receive a payment, without interest, in an amount equal to the product of (i) the Merger Consideration and (ii) the maximum number of shares that may be earned pursuant to such Company PBRSU. In addition, each Company PBRSU that is not vested immediately prior to the Effective Time will remain outstanding thereafter and be converted into the right to receive a payment in an amount equal to the product of (i) the Merger Consideration and (ii) the number of shares subject to such Company PBRSU when, as and if vesting of such Company PBRSU occurs pursuant to the terms and conditions set forth in the applicable award agreement. The Surviving Corporation will assume by operation of law all of RSYS’s obligations with respect to each such unvested Company PBRSU after the Effective Time under the applicable agreements and the applicable Stock Plans. Each holder of an unvested Company PBRSU will continue to be entitled to all of the rights set forth in the applicable agreements and Stock Plans related to such unvested Company PBRSU.

Q: What will happen to the Employee Stock Purchase Plan?

A: Prior to the date of the Merger Agreement, RSYS: (i) terminated any ongoing offering periods under the 1996 Employee Stock Purchase Plan sponsored by RSYS, which we refer to as the “ ESPP ,” and (ii) provided that no further offering period or purchase period shall commence under the ESPP after the date of the Merger Agreement.

Q: When do you expect the Merger to be completed?

A: We are working toward completing the Merger as quickly as possible, and, assuming timely receipt of the required regulatory approvals, we currently expect to complete the Merger in the fourth quarter of 2018 (sometime prior to December 31, 2018). However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to the closing conditions described in the section of this proxy statement captioned “ The Merger Agreement - Conditions to the Merger ,” including certain required regulatory approvals.

Q: If the Merger is completed, how will I receive payment in exchange for my shares?

A: If the Merger is completed and your shares of our common stock are held in book-entry, the paying agent will issue and deliver to you a check or wire transfer for your shares without any further action on your part. If you are a shareholder of record with your shares held in certificated form, you will receive a letter of transmittal with instructions on how to send your shares of our common stock to the paying agent in connection with the Merger. The paying agent will issue and deliver to you a check or wire transfer for your shares after you comply with these instructions. Please do not send your stock certificates with your proxy card. See the section in this proxy statement captioned “ The Merger Agreement - Exchange and Payment Procedures .”

If your shares are held in “street name” by your broker, bank, or other nominee, you will receive instructions from your broker, bank or other nominee as to how to effect the surrender of your shares held in “street name.”

Q: Am I entitled to dissenters’ rights under Oregon law?

A: No. Dissenters’ rights are statutory rights that, if applicable, enable shareholders to dissent from an extraordinary transaction, such as the Merger, and to demand that the corporation pay the fair value for their shares as may be ultimately determined by a court in a judicial proceeding if the parties cannot agree on the fair value instead of receiving the merger consideration offered to shareholders in connection with the extraordinary transaction. Under Oregon law, shareholders do not have dissenters’ rights with respect to shares of any class of stock that were listed on a national securities exchange. Because RSYS is an Oregon corporation and RSYS’s common stock is listed on the Nasdaq Global Select Market, a national securities exchange, holders of shares of RSYS common stock are not entitled to dissenters’ rights in connection with the Merger.

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Q: Do any of RSYS’s directors or officers have interests in the Merger that may differ from those of RSYS shareholders generally?

A: In considering the recommendation of the Board of Directors with respect to the proposal to approve the Merger Agreement and approve the Merger and the other transactions contemplated thereby, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of shareholders generally. In (i) evaluating and negotiating the Merger Agreement; (ii) approving the Merger Agreement and the Merger; and (iii) recommending that the Merger Agreement be approved by shareholders, the Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters. For more information, see the section of this proxy statement captioned “ The Merger - Interests of RSYS’s Directors and Executive Officers of RSYS in the Merger .”

Q: Who can help answer my questions?

A: If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of our common stock, please contact our Proxy Solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Banks and Brokers Call: (212) 269-5550

Shareholders Call Toll-Free: (866) 796-1292

Email: radisys@dfking.com

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FORWARD-LOOKING STATEMENTS

This proxy statement may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements included or incorporated by reference in this proxy statement, other than statements of historical fact, are forward-looking statements. Shareholders can identify forward-looking statements by the use of words such as “estimate,” “may,” “will,” “could,” “anticipate,” “expect,” “intend,” “believe,” “continue” or the negative of such terms, or other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Actual results may be materially different from any future results expressed or implied by such forward-looking statements. Among other risks and uncertainties, there can be no guarantee that the Merger will be completed, or if it is completed, that it will close within the anticipated time frame. Additional risks and uncertainties relating to the acquisition include: (1) RSYS may be unable to obtain the Requisite Shareholder Approval as required for the proposed transaction; (2) other conditions to the closing of the proposed transaction may not be satisfied or waived; (3) the proposed transaction may involve unexpected costs, liabilities or delays; (4) RSYS’s business may suffer as a result of uncertainty surrounding the proposed transaction, including due to disruption of current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; (5) the ability of RSYS to maintain relationships with customers, suppliers and other business partners pending the consummation of the proposed transaction; (6) the diversion of management’s attention from ongoing business concerns; (7) limitations placed on RSYS’s ability to operate its business under the Merger Agreement; (8) the outcome of any legal proceedings related to the proposed transaction; (9) the ability and timing to obtain required regulatory approvals; and (10) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement. For a discussion of relevant factors, risks and uncertainties that could materially affect RSYS’s future results, attention is directed to “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in its Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 28, 2018 and incorporated herein by reference. RSYS undertakes no obligation to publicly release any revisions to any forward-looking statements contained in this filing to reflect events or circumstances occurring after the date of this filing or to reflect the occurrence of unanticipated events.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

We will hold the Special Meeting on September 5, 2018, at 8:00 a.m., Pacific Time, at our principal executive offices at 5435 NE Dawson Creek Drive, Hillsboro, Oregon 97124.

Purpose of the Special Meeting

At the Special Meeting, we will ask shareholders to vote on proposals to: (i) approve the Merger Agreement and approve the Merger and the other transactions contemplated thereby (the “ Merger Proposal ”); (ii) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement and approve the Merger and the other transactions contemplated thereby at the time of the Special Meeting (the “ Adjournment Proposal ”); and (iii) consider a non-binding, advisory proposal to approve certain compensation that will or may become payable to RSYS’s named executive officers in connection with the Merger (the “ Say-on-pay Proposal ”).

Record Date; Shares Entitled to Vote; Quorum

Only shareholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of shareholders entitled to vote at the Special Meeting will be available at our principal executive offices, located at 5435 NE Dawson Creek Drive, Hillsboro, Oregon 97124, during regular business hours beginning two business days after notice of the Special Meeting is given to the shareholders of record as of the Record Date and at the place of the Special Meeting during the meeting.

As of the Record Date, there were 39,609,760 shares of our common stock outstanding and entitled to vote at the Special Meeting.

Shareholders of RSYS representing a majority of the voting power of the issued and outstanding shares of common stock of RSYS, present in person or represented by proxy, shall constitute a quorum at the Special Meeting. If a quorum is not present at the Special Meeting, we expect to adjourn the meeting to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

If a quorum is present, the affirmative vote of a majority of the outstanding shares of our common stock is required to approve the Merger Proposal. Approval of the Merger Agreement and approval of the Merger and the other transactions contemplated thereby by RSYS’s shareholders is a condition to the closing of the Merger.

Approval of the Adjournment Proposal, whether or not a quorum is present at the Special Meeting, requires the affirmative vote of a majority of the shares of our common stock having voting power present in person or represented by proxy at the Special Meeting. Approval of the Say-on-pay Proposal requires the affirmative vote of a majority of the votes cast on the proposal, provided a quorum is present. Approval of these two proposals is not a condition to the closing of the Merger.

If a shareholder abstains from voting, that abstention will have the same effect as if the shareholder voted “ AGAINST ” the Merger Proposal. For shareholders who attend the meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the shareholder voted “ AGAINST ” the Adjournment Proposal and the Say-on-pay Proposal.

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Each “broker non-vote” will also count as a vote “ AGAINST ” the Merger Proposal and the Adjournment Proposal, but will have no effect on the Say-on-pay Proposal. A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote the shares. “Broker non-votes,” if any, will be counted for the purpose of determining whether a quorum is present.

You will be entitled to one vote per share for each share of our common stock you owned on the Record Date.

Shares Held by RSYS’s Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 575,701 shares of our common stock, representing approximately 1.5% of the shares of our common stock outstanding on the Record Date.

Voting of Proxies

If your shares of our common stock are registered in your name with our transfer agent, Computershare Shareowner Services, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote in person at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Special Meeting and wish to vote in person, you will be given a ballot at the Special Meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the shareholder. Properly signed and dated proxies that do not contain voting instructions will be voted (i) “ FOR ” the Merger Proposal; (ii) “ FOR ” the Adjournment Proposal; and (iii) “ FOR ” the Say-on-pay Proposal.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting in person with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return the voting form provided by your bank, broker or other nominee, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “ AGAINST ” the Merger Proposal and the Adjournment Proposal, but will have no effect on the Say-on-pay Proposal.

Revocability of Proxies

If you are a shareholder of record on the Record Date, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

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If you have submitted a proxy, your appearance at the Special Meeting, in the absence of voting in person or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of our common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned, postponed or delayed.

Board of Directors’ Recommendation

The Board of Directors, after considering various factors described under the section of this proxy statement captioned “ The Merger—Recommendation of the Board of Directors and Reasons for the Merger ,” has unanimously (i) determined that the form, terms and provisions of the Merger Agreement, the Merger and the other transactions contemplated thereby represent a transaction that is advisable for, fair to and in the best interests of RSYS and its shareholders; (ii) adopted and declared advisable the Merger Agreement and the consummation by RSYS of the Merger and the other transactions contemplated thereby in all respects; (iii) directed that the Merger Agreement be submitted to the shareholders of RSYS for approval; and (iv) recommended that RSYS shareholders vote in favor of the approval of the Merger Agreement and approve the Merger and the other transactions contemplated thereby.

The Board of Directors unanimously recommends that you vote (1) “ FOR ” the Merger Proposal; (2) “ FOR ” the Adjournment Proposal; and (3) “ FOR ” the Say-on-pay Proposal.

Solicitation of Proxies

The expense of soliciting proxies will be borne by RSYS. We have retained D.F. King & Co., Inc., a proxy solicitation firm, which we refer to as the “ Proxy Solicitor ,” to solicit proxies in connection with the Special Meeting at a cost of $12,500, plus expenses. We will also indemnify the Proxy Solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by shareholders of the proposal to adopt the Merger Agreement and approve the Merger and the other transactions contemplated thereby and obtaining the necessary regulatory approvals, we anticipate that the Merger will be consummated prior to December 31, 2018.

Dissenters’ Rights

Dissenters’ rights are statutory rights that, if applicable, enable shareholders to dissent from an extraordinary transaction, such as the Merger, and to demand that the corporation pay the fair value for their shares as may be

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ultimately determined by a court in a judicial proceeding if the parties cannot agree on the fair value instead of receiving the merger consideration offered to shareholders in connection with the extraordinary transaction. Under Oregon law, shareholders do not have dissenters’ rights with respect to shares of any class of stock that are listed on a national securities exchange. Because RSYS is an Oregon corporation and RSYS’s common stock is listed on the Nasdaq Global Select Market, a national securities exchange, holders of shares of RSYS common stock are not entitled to dissenters’ rights in connection with the Merger.

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 and incorporated into this proxy statement by reference. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Parties Involved in the Merger

Radisys Corporation

RSYS, a leader in open telecom solutions, enables service providers to drive disruption with new open architecture business models. RSYS’s disaggregated and virtualized enabling technology solutions leverage open reference architectures and standards, combined with open software and hardware, to power business transformation for the telecom industry, while delivering the systems integration expertise necessary to solve communications and content providers’ deployment challenges. RSYS operates in two primary segments, Software-Systems and Hardware Solutions.

Software-Systems products and services are targeted at delivering differentiated solutions for service providers to enable their deployment of next generation networks and technologies. This segment is comprised of offerings in the MediaEngine, MobilityEngine and FlowEngine product lines, as well as RSYS’s Professional Services organization, all of which are aimed at enabling service providers to adopt more rapidly new technologies while driving down the costs of their network infrastructure.

Hardware Solutions combines RSYS’s hardware design expertise with its manufacturing, supply chain, integration and service capabilities. While the Software-Systems business is currently planned to be RSYS’s core strategic focus moving forward, RSYS continues to support existing customers that value the products it delivers within its Hardware Solutions segment. Its products include the two primary product families: DCEngine products and embedded products including its ATCA, computer-on-module express and rack mount servers.

RSYS’s common stock is traded on the Nasdaq Global Select Market under the symbol “RSYS.”

RSYS was incorporated in March 1987 under the laws of the State of Oregon. Its principal offices are located at 5435 N.E. Dawson Creek Drive, Hillsboro, OR 97124; its telephone number is (503) 615-1100. Its website address is www.radisys.com. The information provided on RSYS’s website is not part of this proxy statement and is not incorporated in this proxy statement by reference or any other reference to its website provided in this proxy statement.

Reliance Industries Limited

RIL is a corporation organized under the laws of the Republic of India and headquartered in Mumbai, India with its equity shares listed on the BSE Limited (BSE) and the National Stock Exchange (NSE) under the symbol “RELIANCE”, and its GDRs listed on the Luxembourg Stock Exchange under the name “RELIANCEIND”. Reliance business interests span petroleum refining and marketing, petrochemicals, hydrocarbon exploration and production, retail, digital services and telecommunications. Reliance’s digital communications and services operate under the ‘Jio’ brand.

RIL’s principal executive office is located at 3rd Floor, Maker Chamber IV, 222 Nariman Point, Mumbai, India - 400 021, and its telephone number is +91-22-3555-5000. Its corporate website address is www.ril.com. The information provided on RIL’s website is not part of this proxy statement and is not incorporated by reference or any other reference to its website provided in this proxy statement.

Integrated Cloud Orchestration (ICO), Inc.

Merger Sub is an Oregon corporation that was formed by RIL solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated by the Merger Agreement. Merger Sub is a

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wholly owned subsidiary of RIL and has not engaged in any business except for activities incidental to its formation and as contemplated by the Merger Agreement. Upon the completion of the Merger, Merger Sub will cease to exist, and RSYS will continue as the surviving corporation.

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into RSYS, and RSYS will continue as the Surviving Corporation and as a wholly owned subsidiary of RIL. Following the Merger, our common stock will no longer be publicly traded and will be delisted from the Nasdaq Global Select Market. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic or current reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any other rights as a shareholder of RSYS.

The Effective Time will occur upon the filing of the articles of merger with the Secretary of State of the State of Oregon, or at such later time as is agreed upon in writing by RIL and RSYS and specified in the articles of merger in accordance with the OBCA.

Effect on RSYS if the Merger is Not Completed

If the Merger Agreement is not adopted and the Merger and the other transactions contemplated thereby are not approved by shareholders or if the Merger is not completed for any other reason, RSYS’s shareholders will not receive any payment for their shares of our common stock. Instead, RSYS will remain an independent public company; our common stock will continue to be listed and traded on the Nasdaq Global Select Market and registered under the Exchange Act, and we will continue to file periodic and current reports with the SEC.

In addition, if the Merger is not completed, we expect that management will operate the business in a manner similar to that in which it is being operated today and that shareholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which RSYS operates and risks related to adverse economic conditions. However, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of our common stock, and, depending on the circumstances that caused the Merger not to be completed, the price of our common stock may decline significantly. It would be uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this proxy statement.

If the Merger is not completed, the Board of Directors will continue to evaluate and review RSYS’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate. If the Merger Agreement is not adopted and the Merger and the other transactions contemplated thereby are not approved by shareholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board of Directors will be offered or that RSYS’s business, prospects or results of operation will not be adversely impacted.

In addition, RSYS will be required to pay to RIL a termination fee of $2.95 million if the Merger Agreement is terminated under certain specified circumstances. For more information, please see the section of this proxy statement captioned “ The Merger Agreement - Termination of the Merger Agreement; Termination Fees .”

Merger Consideration

At the Effective Time, each share of our common stock issued and outstanding immediately prior to the Effective Time (including any shares resulting from the exercise of Company Stock Options or settlement of

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Company TBRSUs and Company PBRSUs which become vested as a result of the consummation of the Merger, but excluding excluded shares) will be cancelled and automatically converted into the right to receive $1.72 in cash, without interest, and subject to deduction for any required withholding tax. Such shares of our common stock will thereafter represent only the right to receive the Merger Consideration to be paid in accordance with, and subject to, the conditions of the Merger Agreement. At the Effective Time, the excluded shares will be canceled automatically without payment of any consideration.

Background of the Merger

RSYS operates in the competitive telecommunications industry which involves rapidly evolving technology, frequent product introductions and ongoing demands for greater performance and functionality. In recent years, the telecommunications industry has also experienced significant merger and acquisition activity which has resulted in industry consolidation and even more competition. The Board of Directors and management of RSYS have recognized that many of RSYS’s competitors are larger, more diversified companies with stronger balance sheets, less restrictive financial covenants or operating constraints, and greater capacity to invest in the development and marketing of new products and technologies.

In light of these market and business dynamics, the Board of Directors, together with management of RSYS, continually reviews and assesses RSYS’s business plan and the potential strategic opportunities available to RSYS with the goal of maximizing shareholder value. As part of this ongoing process, the Board of Directors and management of RSYS have periodically evaluated whether the continued execution of RSYS’s strategy as a standalone company or the sale of RSYS to, or a combination of RSYS with, a third party offers the best avenue to maximize shareholder value. In connection with such review, the Board of Directors and/or management of RSYS has met, from time to time, with various third parties who expressed an interest in engaging in a strategic transaction with RSYS, including the purchase of the entire company. However, those discussions did not lead to any definitive interest until recently.

In early 2013, RSYS entered into an engagement letter with an investment bank to assist and advise the Board of Directors in connection with its evaluation of the sale of RSYS. During 2013, management of RSYS had extensive discussions with dozens of potential strategic and financial buyers, none of which resulted in a definitive agreement. The potential buyers were not interested in buying the entirety of RSYS, generally due to legacy hardware revenue declines and a lack of interest in certain of the product lines.

In early 2014, the Board of Directors engaged in a further assessment of the available strategic alternatives in light of, among other things, feedback received from discussions with potential buyers. Such potential buyers had generally indicated that they were not interested in acquiring both RSYS’s Embedded Products business unit and its Software-Services business unit. Based on such feedback and further analysis and discussion by the Board of Directors, the Board of Directors engaged in multiple processes, with different investment bankers, to sell RSYS or various product lines to maximize shareholder value, none of which resulted in a definitive agreement.

Based on the Board of Directors’ assessments in 2014, the Board of Directors and management of RSYS focused during 2015 on improving the operating performance of RSYS in order to improve the ability to maximize shareholder value.

Throughout 2016, management of RSYS, with the support of the Board of Directors, met with the executives of various companies to explore the potential sale of RSYS or the legacy Embedded Products business unit. None of these discussions resulted in a definitive agreement.

In February 2017, the Chief Financial Officer of RSYS met with the Chief Executive Officer and business team of a competitor to discuss the potential sale of the Embedded Products business unit. This discussion did not result in a definitive agreement.

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On April 5, 2017, management of RSYS met with representatives of Party A, a publicly traded electronics manufacturing services provider, to discuss a potential strategic equity investment in RSYS. RSYS subsequently entered into a non-disclosure agreement with Party A with customary standstill provisions.

On May 19, 2017, Party A notified RSYS that it was pursuing other acquisition opportunities and had deprioritized a strategic transaction with RSYS.

On May 31, 2017, the Chief Executive Officer of RSYS had conversations with the president of the Enterprise and Network Infrastructure business of Party B, a publicly traded product solutions company, regarding a potential strategic equity investment and joint venture.

On June 20, 2017, Party A sent RSYS a non-binding term sheet for a preferred stock investment and strategic alliance with RSYS. On June 26, 2017, Party A sent RSYS a revised non-binding term sheet for a preferred stock investment and strategic alliance with RSYS, which did not result in a definitive agreement.

On July 18, 2017, the Board of Directors authorized the management of RSYS to begin a marketed sale process for the sale of RSYS.

At a meeting of the Board of Directors on July 29, 2017, Baker & McKenzie LLP, which we refer to as Baker McKenzie, counsel to RSYS, advised the Board of Directors of its fiduciary duties with respect to the marketed sale process. The Board of Directors, after reviewing any potential conflicts, authorized retention of an investment bank, as a financial advisor to RSYS, and appointed an M&A committee of independent directors with no relationships with potential bidders to oversee the process.

On August 3, 2017, the M&A committee of independent directors, upon the advice of its financial advisor, directed the management of RSYS to postpone the process for the sale of RSYS and focus on minority investments and/or strategic alliances with Party A or Party B.

On September 28, 2017, RSYS entered into a non-disclosure agreement with Party C, a publicly traded provider of networking and communications equipment, with customary standstill provisions.

On October 5, 2017 and October 6, 2017, the management of RSYS met with representatives of Party C to discuss a potential strategic transaction, which did not result in a definitive agreement.

On February 2, 2018, RSYS entered into a non-disclosure agreement with Party D, a foreign publicly traded provider of information technology, with customary standstill provisions.

On March 2, 2018, executives of RSYS had discussions with representatives of Party D at Mobile World Congress regarding a potential strategic transaction.

On March 6, 2018, the Chief Executive Officer of RSYS had a telephone call with representatives of RIL and telephone calls with Party E, a publicly traded social media company, and Party F, a publicly traded technology company, in each case, regarding a potential strategic transaction.

On March 7, 2018, Baker McKenzie advised the Board of Directors on its fiduciary duties and the Board of Directors authorized the management of RSYS to begin a marketed sale process for the sale of RSYS. The Board of Directors elected to pursue a marketed sale process given the consideration of many factors, with the predominant driver being significant capital constraints on the business resulting from a material decline in revenues. This was mainly due to RSYS’s top customer in mid-2017 deciding to cancel the initiative in which RSYS was participating which affected multiple vendors. The resulting impact led to a material degradation of RSYS’s financial position and stock price which ultimately required RSYS to significantly restructure its operations. As a result, in January 2018, RSYS entered into the new, highly restrictive financing arrangements

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which severely limited RSYS’s ability to invest in new initiatives and navigate any unexpected headwinds relative to internal expectations. Coupled with the expected delisting notification from the Nasdaq Global Select Market, the Board of Directors deemed this to be an appropriate time to engage in a marketed sale process given the material risks associated with operating the business moving forward. The Board determined that since there were no conflicts with any independent directors, an M&A committee was not necessary.

On March 8, 2018, the Chairman of RSYS spoke with representatives of Raymond James & Associates, Inc., which we refer to as Raymond James, regarding RSYS and the possibility of participating in the Board of Directors’ evaluation of potential financial advisors.

On March 9, 2018, RSYS and the investment bank engaged by RSYS on June 29, 2017 mutually agreed to terminate their engagement letter and enter into a release letter. Also on March 9, 2018, RSYS entered into a non-disclosure agreement with RIL with customary standstill provisions.

From March 9, 2018 to March 10, 2018, representatives of Raymond James spoke with members of the Board of Directors and the management of RSYS regarding RSYS and its current situation ahead of a banker selection meeting.

On March 12, 2018, RSYS received a deficiency letter from the Listing Qualifications Department of the Nasdaq Global Select Market providing notification that, for the previous thirty consecutive trading days, the bid price for RSYS’s common stock had closed below the minimum $1.00 per share requirement for continued listing on the Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1). The notification stated that RSYS would be provided 180 calendar days, or until September 10, 2018, to regain a share price of at least $1.00 per share for a minimum of ten consecutive business days in accordance with Nasdaq Listing Rule 5810(c)(3)(A).

Later on March 12, 2018, representatives of Raymond James met telephonically with the Board of Directors to discuss Raymond James’s qualifications to serve as RSYS’s financial advisor. From March 12, 2018 to March 16, 2018, representatives of Raymond James discussed with the Board of Directors and management of RSYS certain terms related to the possible engagement of Raymond James as financial advisor in a broader exploration of strategic alternatives.

On March 13, 2018, RSYS engaged Raymond James to assist with the exploration of strategic alternatives, including a sale of RSYS through a confidential marketed sale process. RSYS selected Raymond James to act as financial advisor based on Raymond James’ qualifications, expertise, reputation and knowledge of RSYS’s business and affairs and the industry in which it operates. From March 13, 2018 to March 16, 2018, representatives of Raymond James discussed with management of RSYS potential parties that could be interested in a possible transaction involving RSYS, including certain parties with whom RSYS had begun preliminary discussions. During this time, representatives of Raymond James also conducted additional business due diligence and discussed with management of RSYS the preparation of a management presentation and supplemental financial information package for purposes of sharing with potentially interested parties.

On March 14, 2018, Baker McKenzie advised the Board of Directors on its fiduciary duties. RSYS, Raymond James and Baker McKenzie held an organizational conference call to kick-off the process and identify potential buyers that presented the highest likelihood of having an interest in acquiring RSYS. Over several weeks, Raymond James solicited approximately 25 potential buyers regarding their interest in participating in the process.

Later on March 14, 2018, representatives of RSYS and Raymond James spoke with representatives of RIL regarding RIL’s interest in RSYS and the process that RSYS was contemplating.

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Later on March 14, 2018, representatives of Raymond James spoke with Party G, a foreign publicly traded technology company, regarding its interest in RSYS and the process that RSYS was contemplating.

On March 15, 2018, RSYS established a virtual data room for due diligence materials. Of the approximately 25 potential buyers Raymond James initially solicited, six of these parties expressed interest in exploring a potential transaction involving RSYS.

Later on March 15, 2018, representatives of Raymond James spoke with Party A regarding its interest in RSYS and the process that RSYS was contemplating.

On March 16, 2018, RSYS entered into a formal engagement letter with Raymond James.

Later on March 19, 2018, representatives of Raymond James spoke with Party C regarding its interest in RSYS and the process that RSYS was contemplating.

On March 20, 2018, representatives of Raymond James spoke further with representatives of RIL regarding RIL’s interest in RSYS and the process that RSYS was contemplating.

On March 22, 2018, RSYS entered into an extension of the prior non-disclosure agreement with Party A.

On March 23, 2018, with the authorization of the Board of Directors, Raymond James sent potential bidders a process letter requesting non-binding proposals by no later than May 7, 2018.

On March 24, 2018, RSYS granted access to the virtual data room for all potential bidders who had signed a non-disclosure agreement.

On March 25, 2018, RSYS entered into a non-disclosure agreement with Party G with customary standstill provisions.

On March 28, 2018, representatives of Raymond James and Baker McKenzie met telephonically with the Board of Directors to provide an update on the process.

On April 4, 2018, representatives of Raymond James and Baker McKenzie met telephonically with the Board of Directors to provide an update on the process.

Later on April 4, 2018, Party H, a venture advisory firm, sent an email to a director of RSYS asking about RSYS’s interest in a potential bid. Party H did not submit a proposal or request to perform due diligence.

On April 5, 2018, representatives of Raymond James spoke with Party I, a provider of information technology, regarding its interest in RSYS and the process that RSYS was contemplating. Later on April 5, 2018, RSYS entered into a non-disclosure agreement with Party I with customary standstill provisions.

On April 6, 2018, representatives of Raymond James and the management of RSYS met telephonically with representatives of RIL and certain of its advisors to discuss certain financial and tax due diligence.

On April 9, 2018, RSYS released its preliminary first quarter revenue results and non-GAAP earnings per share results.

On April 10, 2018, representatives of Raymond James and the management of RSYS met telephonically with Party G and certain of its advisors to discuss certain financial and tax due diligence matters.

On April 12, 2018, representatives of Party G met with the management of RSYS at KPMG’s offices in Portland, Oregon to discuss a potential transaction and due diligence.

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On April 17, 2018, representatives of Raymond James met with the Board of Directors at a meeting in Dallas, Texas to provide an update on the process of the transaction, interactions with prospective interested parties and potential timing, as well as next steps in facilitating such evaluations.

On April 18, 2018, representatives of Party C met with the management of RSYS in Dallas, Texas to discuss a potential transaction and due diligence. Later on April 18, 2018, representatives of Raymond James spoke further with Party G regarding RSYS’s and Party G’s interest in a potential transaction. Later that evening, Party I and Party A informed representatives of Raymond James that they were no longer interested in pursuing a potential transaction with RSYS.

On April 23, 2018, representatives of Raymond James held a conference call with representatives of Party C to review additional due diligence questions regarding RSYS.

On April 24, 2018, representatives of Raymond James and the management of RSYS conducted a video conference presentation related to certain due diligence matters including an overview of the Company’s operations and financial expectations with representatives of RIL.

On April 26, 2018, representatives of Raymond James spoke further with Party G regarding RSYS and Party G’s interest in a potential transaction. Later on April 26, 2018, representatives of Raymond James spoke further with Party C regarding RSYS and Party C’s interest in a potential transaction.

On April 30, 2018, Party D informed representatives of Raymond James that they were no longer interested in pursuing a potential transaction with RSYS.

On May 1, 2018, RSYS filed its first fiscal quarter earnings report with the SEC.

On May 3, 2018, representatives of Raymond James held a conference call with representatives of Party G to review additional due diligence questions regarding RSYS.

On May 4 and 5, 2018, representatives of Raymond James spoke further with representatives of RIL regarding the potential transaction.

On May 7, 2018, representatives of Raymond James held a conference call with representatives of Party G to discuss additional questions on RSYS and Party G’s potential interest in making a proposal. Later on May 7, 2018, the initial indications of interest were due and RSYS received proposals from RIL and Party G. RIL proposed an acquisition for $1.65 per share and Party G proposed an acquisition for a range from $0.92 to $1.05 per share.

On May 8, 2018, the Board of Directors held a meeting and representatives of Raymond James and Baker McKenzie provided an update on the process of the transaction, reviewed the initial acquisition proposals received and discussed potential timing and next steps in facilitating such interest.

On May 9, 2018, at the direction of the Board of Directors, representatives of Raymond James spoke with representatives of Party G regarding its initial indication and the need to increase its proposed valuation range if it desired to proceed further with its evaluation of RSYS.

On May 10, 2018, Party C informed representatives of Raymond James that it was no longer interested in pursuing a potential transaction with RSYS. Later on May 10, 2018, representatives of Raymond James and the management of RSYS met telephonically to discuss certain due diligence matters relating to the interest of potential buyers and the Board of Directors held a conference call with representatives of Raymond James and Baker McKenzie to discuss updates to the marketed sale process.

On May 11, 2018, Party G submitted a revised proposal for a range from $1.05 to $1.25 per share.

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On May 12, 2018, representatives of Raymond James spoke further with representatives of RIL regarding RSYS and the potential transaction.

On May 14, 2018, Baker McKenzie distributed a draft of the merger agreement to the Board of Directors for review in connection with the potential distribution to the remaining bidders and their second round bids.

On May 15, 2018, RIL sent an updated proposal clarifying its understanding of the outstanding capitalization of RSYS.

On May 16, 2018, the Board of Directors held a conference call with representatives of Baker McKenzie and Raymond James to discuss updates to the marketed sale process, interactions with prospective interested parties and potential timing and next steps in facilitating such evaluations. In such discussions, the Board of Directors instructed Raymond James to distribute second round bid instruction letters and a draft of the merger agreement to each of the remaining bidders.

On May 17, 2018, Raymond James sent out bid process letters for a second round to RIL and Party G, requesting final proposals along with a proposed mark-up of the draft merger agreement by no later than June 1, 2018.

On May 18, 2018, representatives of Raymond James spoke with the chairman of RSYS regarding the process of the transaction. Later on May 18, 2018, at the direction of the Board of Directors, representatives of Raymond James spoke with representatives of Party G to inform them that RSYS would extend further access to its due diligence review of RSYS.

Beginning on May 19, 2018 and continuing through June 29, 2018, RIL and its advisors conducted a due diligence review of RSYS, holding numerous calls to discuss outstanding due diligence matters related to a variety of topics, including with respect to regulatory, antitrust, intellectual property, human resources and tax-related matters. Over this period, RIL submitted numerous due diligence requests to RSYS and RSYS extended additional access for RIL for its due diligence review of RSYS in response to such requests.

On May 21, 2018, representatives of Raymond James spoke with representatives of RIL regarding RSYS. Later on May 21, 2018, management of RSYS and representatives of Raymond James met telephonically with Party G to discuss further due diligence matters relating to RSYS and the opportunity for the businesses on a combined basis. Also on May 21, 2018, RSYS entered into an amendment to the Marquette Credit Agreement.

From May 22, 2018 to May 23, 2018, the management of RSYS and representatives of Raymond James met with Party G in Portland, Oregon to discuss further due diligence matters relating to RSYS and the opportunity for the businesses on a combined basis.

On May 23, 2018, the Board of Directors held conference calls to discuss updates to the marketed sale process.

On May 24, 2018, representatives of Raymond James spoke with Party G to discuss certain follow-up questions from the meetings conducted over the prior two days.

On May 25, 2018, representatives of Raymond James spoke with representatives of each of Party G and RIL regarding RSYS and the potential transaction.

On May 27, 2018 and May 28, 2018, representatives of Raymond James spoke with the management of RSYS regarding certain financial due diligence related matters.

On May 29, 2018, representatives of Raymond James and management of RSYS met telephonically with Party G and certain of its advisors to discuss certain financial and tax due diligence matters.

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On May 30, 2018, the Board of Directors held conference calls to discuss updates to the marketed sale process.

On May 31, 2018, Covington & Burling LLP, which we refer to as Covington, counsel to RIL, Baker McKenzie and Raymond James held a conference call to discuss certain regulatory approval requirements.

On May 31, 2018, representatives of Raymond James spoke with representatives of each of Party G and RIL regarding RSYS and the potential transaction.

On June 1, 2018, Raymond James, at the instruction of RSYS, provided RIL and Party G with updated capitalization and balance sheet data on RSYS. Later on June 1, 2018, RIL requested an extension of one day to submit a final proposal. RSYS granted the one day extension.

On June 2, 2018, RIL submitted a proposal to acquire RSYS at $1.65 per share, including a break-up fee of approximately $3,250,000, along with a proposed mark-up of the draft merger agreement. The proposal was conditioned on RSYS entering into an exclusive negotiations agreement for a three week period.

On June 4, 2018, Party G submitted a final proposal to acquire RSYS at $1.50 per share, including a break-up fee of approximately $2,270,000, subject to confirmatory due diligence expected to be completed by mid-July and a 45 day exclusivity period. Later on June 4, 2018, representatives of Raymond James spoke with representatives of RIL regarding RIL’s proposal and certain clarifying matters related to the terms therein. Later on June 4, 2018, RSYS, the Board of Directors, Raymond James and Baker McKenzie held a conference call to review the proposals that were submitted in the second round.

On June 5, 2018, representatives of Raymond James spoke with the Board of Directors regarding the proposals that were submitted in the second round.

On June 6, 2018, the Board of Directors held a meeting to review the terms of the updated proposals, Raymond James gave an update on valuation metrics, and Baker McKenzie reviewed key merger agreement issues. Baker McKenzie then advised the directors on their fiduciary duties. The Board of Directors then authorized the management of RSYS to enter into an exclusivity agreement for up to three weeks with RIL. Also on June 6, 2018, Covington and Baker McKenzie held a conference call to discuss regulatory approval requirements.

On June 8, 2018, representatives of Covington and Baker McKenzie discussed regulatory approval requirements by telephone. Later on June 8, 2018, representatives of Raymond James spoke further with representatives of each of Party G and RIL regarding RSYS.

From June 8, 2018, to June 9, 2018, at the direction of the Board of Directors, representatives of Raymond James spoke with representatives of RIL about RIL’s letter of intent and indicated that, in order for the Board of Directors to consider a grant of exclusivity, (a) the offer price per share would need to be increased and (b) the time period for exclusivity would need to be shortened. After a series of discussions, representatives of RIL indicated a willingness of RIL to increase its price per share to $1.72 and to shorten its request for exclusivity and the timeline in which it would execute a definitive merger agreement to June 29, 2018. Raymond James indicated that RIL should put its revised proposal in writing in order for the Board of Directors to more fully consider it.

On June 9, 2018, the Board of Directors held a meeting with representatives of Raymond James and Baker McKenzie to discuss the proposals received and potential next steps. The Board of Directors instructed Raymond James to inform RIL that RSYS would be willing to enter into a limited period of exclusivity should RIL deliver its revised offer of $1.72 per share in an updated written proposal.

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On June 10, 2018, Raymond James sent letters on behalf of RSYS to all potential bidders under non-disclosure agreements with RSYS waiving the standstill provision to the limited extent necessary for such parties to submit confidential proposals to the Board of Directors.

On June 11, 2018, RIL submitted a revised proposal with an increased purchase price of $1.72 per share as well as a markup of the merger agreement, and RSYS and RIL entered into an exclusive negotiations agreement that would expire on June 29, 2018.

On June 13, 2018, the Board of Directors held a meeting with Baker McKenzie and Raymond James to discuss updates to the transaction process.

On June 14, 2018, Baker McKenzie sent a revised draft of the merger agreement to Covington, which deleted the CFIUS filing covenant and condition, and proposed a break-up fee equal to 3.0% of the transaction value; eliminated the requirement that any acquisition proposal must be all cash to qualify as an acquisition proposal; provided exceptions to the interim operating covenant to permit RSYS to continue to incur indebtedness in the ordinary course of business and to continue to make capital expenditures in accordance with its annual operating plan; inserted certain customary carve-outs to the definition of “Material Adverse Effect”; and limited the number of times that RIL would have the right to match a superior proposal.

On June 18, 2018, representatives of each of Raymond James and RIL had several calls throughout the day regarding the merger transaction and accompanying process.

On June 19, 2018, Covington sent a revised draft of the merger agreement, which rejected various proposals made by RSYS in its prior draft and proposed a break-up fee equal to 4.5% of transaction value.

On June 20, 2018, representatives of Raymond James and Baker McKenzie met telephonically with the Board of Directors to provide an update on the process of the transaction and review the list of open issues, the revised drafts of the merger agreement and the disclosure letter. Management also provided the Board of Directors with an update on the current and anticipated financial performance of RSYS. Later on June 20, 2018, representatives of Raymond James, Baker McKenzie and management of RSYS held a conference call to discuss certain matters related to the merger agreement.

On June 21, 2018, representatives of RSYS and RIL held a conference call to discuss RSYS’s financial position, cash flow and access to capital resources.

Between June 21, 2018 and June 29, 2018, varying combinations of representatives of RIL, RSYS, Raymond James, Covington and Baker McKenzie held numerous conference calls to negotiate the merger agreement and disclosure letter with significant focus on closing certainty, regulatory approvals, continued access to debt capital resources and deal protection measures, including the size of the termination fee potentially payable.

On June 24, 25, 26 and 27, 2018, representatives of Raymond James and Baker McKenzie met telephonically with the Board of Directors to provide updates on the process of the transaction and the status of the Merger Agreement.

On June 27, 2018, Mike Hluchyj, a member of the Board of Directors, spoke with representatives of RIL regarding certain HR due diligence matters, none of which involved post-closing executive officer compensation matters.

On June 28, 2018, Covington sent a revised draft of the merger agreement to Baker McKenzie, which accepted that an acquisition proposal need not be all cash to qualify as a superior proposal; agreed that, in the event of a willful breach by RIL, RSYS would be permitted to sue for damages based on the loss of value suffered by its shareholders; provided for an automatic extension of the outside date to January 31, 2019 if CFIUS approval was not received by December 28, 2018, at which point only RSYS would have a termination

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right until the final outside date of July 1, 2019; and provided that a default under the Marquette Credit Agreement or Hale Note Purchase Agreement or a reduction in borrowing base would not be a basis for a Material Adverse Effect under certain circumstances.

Later on June 28, 2018, representatives of each of RSYS, RIL, Raymond James, Covington and Baker McKenzie held a conference call to negotiate the merger agreement and disclosure letter.

During the evening of June 28, 2018, the Board of Directors held a board meeting. At the meeting, Baker McKenzie presented a summary of the issues that had been negotiated with RIL and the proposed resolution thereof, and reviewed the then-current drafts of the merger agreement and the disclosure letter. The Board of Directors approved amendments to the Hale Note Purchase Agreement and the Marquette Credit Agreement to permit entering into the merger agreement with RIL.

On June 29, 2018, representatives of each of RSYS, RIL, Raymond James, Covington and Baker McKenzie held conference calls to negotiate the merger agreement and the disclosure letter and exchanged drafts of the same. That afternoon, Baker McKenzie sent Covington another revised draft of the disclosure letter.

In the morning on June 29, 2018, representatives of Raymond James and Baker McKenzie met telephonically with the Board of Directors to provide an update on the process of the transaction.

Later on June 29, 2018, the Board of Directors held a meeting attended by Raymond James and Baker McKenzie, during which representatives of Raymond James rendered an oral opinion as to the fairness, from a financial point of view, of the consideration to be received in connection with the merger, which was subsequently confirmed by delivery of a written opinion to the RSYS Board of Directors dated June 29, 2018. The Board of Directors reviewed the revised draft of the merger agreement and disclosure letter and unanimously (i) determined that the terms of the merger agreement, the merger and the other transactions contemplated thereby were fair to and in the best interests of RSYS and its shareholders, (ii) approved and declared advisable the merger agreement and the merger and the other transactions contemplated thereby, (iii) authorized RSYS to enter into the merger agreement , (iv) directed that the merger be submitted to the shareholders of RSYS for adoption and (v) resolved to recommend that RSYS’s shareholders vote in favor of the adoption of the merger agreement and approval of the merger and the other transactions contemplated thereby.

At 4:00 pm EDT on June 29, 2018, RSYS’s stock price closed at $0.70 per share. The parties signed the merger agreement.

After the market closed on June 29, 2018, RSYS issued a press release announcing the execution of the merger agreement.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors has unanimously: (i) determined that the form, terms and provisions of the Merger Agreement, the Merger and the other transactions contemplated thereby represent a transaction that is advisable for, fair to and in the best interests of RSYS and its shareholders; and (ii) adopted and declared advisable the Merger Agreement and the consummation by RSYS of the Merger and the other transactions contemplated thereby in all respects.

The Board of Directors unanimously recommends that you vote: (i) “ FOR ” the approval of the Merger Agreement and approval of the Merger and the other transactions contemplated thereby; (ii) “ FOR ” the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement and approve the Merger and the other transactions contemplated thereby at the time of the Special Meeting; and (iii) “ FOR ” the non-binding, advisory proposal to approve certain compensation that will or may become payable by RSYS to its named executive officers in connection with the Merger.

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Reasons for the Merger

In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Board of Directors consulted with RSYS management, and representatives of its financial advisor and outside legal counsel. In determining that the Merger Agreement, the Merger and the other transactions contemplated thereby represent a transaction that is advisable for, fair to and in the best interests of RSYS and its shareholders, approving, adopting and declaring advisable the Merger Agreement and the consummation by RSYS of the Merger and the other transactions contemplated thereby in all respects and recommending that shareholders vote in favor of adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated thereby, the Board of Directors considered a number of factors (which factors are not necessarily presented in order of relative importance), including the following:

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The Board of Directors also considered a number of uncertainties and risks concerning the Merger, including the following (which factors are not necessarily presented in order of relative importance):

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The foregoing discussion is not meant to be exhaustive, but summarizes many, if not all, of the material factors considered by the Board of Directors in its consideration of the Merger. After considering these and other factors, the Board of Directors concluded that the potential benefits of the Merger outweighed the uncertainties and risks. In view of the variety of factors considered by the Board of Directors and the complexity of these factors, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Board of Directors applied such director’s own personal business judgment to the process and may have assigned different weights to different factors. The Board of Directors unanimously adopted the Merger Agreement and approved the Merger and the other transactions contemplated by the Merger Agreement and recommends that shareholders adopt the Merger Agreement and approve the Merger and the other transactions contemplated thereby based upon the totality of the information presented to and considered by the Board of Directors.

Opinion of Raymond James & Associates, Inc.

RSYS retained Raymond James as financial advisor to the RSYS Board of Directors on March 16, 2018 pursuant to an engagement letter. Pursuant to that engagement letter, the RSYS Board of Directors requested that Raymond James evaluate the fairness, from a financial point of view, to the holders of our outstanding common stock (other than the holders of excluded shares), which we refer to as “holders” for purposes of this section, of the Merger Consideration to be received by such holders pursuant to the Merger Agreement.

At the June 29, 2018 meeting of the RSYS Board of Directors, representatives of Raymond James rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion to the RSYS Board of Directors dated June 29, 2018, that, as of such date, the Merger Consideration to be received by the holders in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to the holders, based upon and subject to the qualifications, assumptions, procedures, limitations on the scope of review undertaken and other matters considered in connection with the preparation of its opinion .

The full text of the written opinion of Raymond James is attached as Annex B to this document. The summary of the opinion of Raymond James set forth in this document is qualified in its entirety by reference to the full text of such written opinion. You are urged to read the opinion in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Raymond James in preparing its opinion. You should read this section together with the information under “- Management Projections, ” below which describes the financial projections prepared by the

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management of RSYS relating to RSYS for the periods ending December 31, 2018; December 31, 2019; and December 31, 2020, as approved for Raymond James’ use by RSYS, which Raymond James used, with our instruction and approval, as part of the bases for and methods of arriving at its opinion, and which we refer to in this section as the “Management Projections”.

Raymond James provided its opinion for the information of the RSYS Board of Directors (solely in its capacity as such) in connection with, and for purposes of, the consideration of the RSYS Board of Directors of the Merger, and Raymond James’ opinion only addresses whether the Merger Consideration to be received by the holders in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to the holders. The Raymond James opinion does not constitute a recommendation to any shareholder of RSYS as to how such shareholder should vote with respect to the Merger.

In connection with its review of the proposed Merger and the preparation of its opinion, Raymond James, among other things:

With the consent of the RSYS Board of Directors, Raymond James assumed and relied upon the accuracy and completeness of all information supplied by or on behalf of RSYS, or otherwise reviewed by or discussed with Raymond James, and Raymond James did not undertake any duty or responsibility to, nor did Raymond James, independently verify any of such information. Raymond James did not make or obtain an independent appraisal of the assets or liabilities (contingent or otherwise) of RSYS. With respect to the Management Projections and any other information and data provided to, or otherwise reviewed by or discussed with, Raymond James, Raymond James, with the consent of the RSYS Board of Directors, assumed that the Management Projections and such other information and data were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of management of RSYS, and Raymond James

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relied upon RSYS to advise Raymond James promptly if any information previously provided became inaccurate or was required to be updated during the period of its review. Raymond James expressed no opinion with respect to the Management Projections or the assumptions on which they were based. Raymond James relied upon and assumed, without independent verification, that the final form of the Merger Agreement would be substantially similar to the Draft Agreement reviewed by Raymond James and that the Merger would be consummated in accordance with the terms of the Merger Agreement without waiver of, or amendment to, any of the conditions thereto. Furthermore, Raymond James assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Merger Agreement were true and correct and that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement without being waived. Raymond James also relied upon and assumed, without independent verification, that (i) the Merger would be consummated in a manner that complies in all respects with all applicable international, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the Merger or RSYS that would be material to its analysis or opinion.

Raymond James expressed no opinion as to the underlying business decision to effect the Merger, the structure or tax consequences of the Merger, or the availability or advisability of any alternatives to the Merger. The Raymond James opinion is limited to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders. Raymond James expressed no opinion with respect to any other reasons (legal, business, or otherwise) that may support the decision of the RSYS Board of Directors to approve or consummate the Merger. Furthermore, no opinion, counsel or interpretation was intended by Raymond James on matters that require legal, accounting or tax advice. Raymond James assumed that such opinions, counsel or interpretations had been, or would be, obtained from appropriate professional sources. Furthermore, Raymond James relied, with the consent of the RSYS Board of Directors, on the fact that RSYS was assisted by legal, accounting and tax advisors, and, with the consent of the RSYS Board of Directors, relied upon and assumed the accuracy and completeness of the assessments by RSYS and its advisors as to all legal, accounting and tax matters with respect to RSYS and the Merger.

In formulating its opinion, Raymond James considered only the Merger Consideration to be received by the holders, and Raymond James did not consider, and its opinion did not address, the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of RSYS, or such class of persons, in connection with the Merger whether relative to the Merger Consideration or otherwise. Raymond James was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the fairness of the Merger to the holders of any class of securities, creditors or other constituencies of RSYS, or to any other party, except and only to the extent expressly set forth in the last sentence of its opinion or (ii) the fairness of the Merger to any one class or group of RSYS’s or any other party’s security holders or other constituents vis-à-vis any other class or group of RSYS’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration to be received in the Merger amongst or within such classes or groups of security holders or other constituents). Raymond James expressed no opinion as to the impact of the Merger on the solvency or viability of RSYS or RIL or the ability of RSYS or RIL to pay their respective obligations when they come due.

Material Financial Analyses

The following summarizes the material financial analyses reviewed by Raymond James with the RSYS Board of Directors at its meeting on June 29, 2018. No company or transaction used in the analyses described below is identical or directly comparable to RSYS, RIL or the Merger.

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Selected Companies Analysis. Raymond James analyzed the relative valuation multiples of the following nine publicly-traded companies in the communications infrastructure industry with equity market values less than $500 million that it deemed relevant:

Although none of the selected companies are directly comparable to RSYS, the selected companies were chosen because they share, in Raymond James’ professional judgment and experience, similar industry and similar business characteristics with RSYS, including type of products or services offered and business model or target market, or have similar operating characteristics. Raymond James determined, using its professional judgment, that the selected companies were the most appropriate for purposes of this analysis.

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Raymond James calculated various financial multiples for each selected company, including enterprise value (defined as equity market value plus debt, plus preferred stock, plus minority interests, less cash and equivalents and, in the case of RSYS, plus the value of warrant make-whole payments, if any, that would become due under the Hale Note Purchase Agreement upon the consummation the Merger) compared to (i) revenue for the most recent twelve months ended May 31, 2018, in the case of RSYS, or the most recently reported twelve months, in the case of the selected companies, which we refer to as “ LTM ”; (ii) revenue for the most recent twelve months ended May 31, 2018, in the case of RSYS, as adjusted for certain revenues that RSYS management does not expect to be an ongoing part of RSYS’s business, as well as to Wall Street research analysts’ projected revenue and earnings before interest, taxes, depreciation and amortization, or EBITDA, for the selected companies for calendar years ending December 31, 2018 and 2019, which we refer to as “ 2018E ” and “ 2019E ”; and (iii) projected revenue and EBITDA for RSYS for 2018E and 2019E based upon the Management Projections. The estimates published by Wall Street research analysts were not prepared in connection with the Merger or at the request of Raymond James. Raymond James reviewed the 25 ^th percentile, median, mean, and 75 ^th percentile relative valuation multiples of the selected companies and compared them to corresponding valuation multiples for RSYS implied by the Merger Consideration. All financial multiples greater than 25x or that were negative were excluded from the calculation of the multiples because they were considered not meaningful. The results of the selected companies analysis are summarized below:

Raymond James applied the 25 ^th percentile, median, mean, and 75 ^th percentile relative valuation multiples for each of the metrics to RSYS’s revenue for the most recent twelve months ended May 31, 2018, to RSYS’s revenue for the most recent twelve months ended May 31, 2018, as adjusted for certain revenues that RSYS management does not expect to be an ongoing part of RSYS’s business, and to RSYS’s projected revenue and EBITDA for 2018E and 2019E based upon the Management Projections so as to determine the implied equity price per share of RSYS’s common stock. Raymond James then compared those implied equity values per share to the Merger Consideration. The results of this analysis are summarized below:

Selected Transaction Analysis. Raymond James analyzed publicly available information relating to the following selected acquisitions, announced dates below, of companies operating in the communications

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infrastructure industry with transaction enterprise values less than $250 million and prepared a summary of the relative valuation multiples paid in these transactions:

Although none of the selected transactions are directly comparable to the Merger, the selected transactions were chosen because they share, in Raymond James’ professional judgment and experience, similar industry and similar business characteristics with RSYS, including type of products or services offered and business model or target market, or have similar operating characteristics. Raymond James determined, using its professional judgment, that the selected transactions were the most appropriate for purposes of this analysis.

Raymond James examined valuation multiples of transaction enterprise value compared to the target companies’ revenue for the twelve months ended prior to announcement of the transaction, where such information was publicly available. Raymond James reviewed the 25 ^th percentile, median, mean, and 75 ^th percentile relative valuation multiples of the selected transactions and compared them to corresponding valuation multiples for RSYS implied by the Merger Consideration. Furthermore, Raymond James applied the 25 ^th percentile, median, mean, and 75 ^th percentile relative valuation multiples to RSYS’s revenue for the most recent twelve months ended May 31, 2018, and RSYS’s revenue for the most recent twelve months ended May 31, 2018, as adjusted for certain revenues that RSYS management does not expect to be an ongoing part of RSYS’s business, in order to determine the implied equity price per share, and it then compared those implied equity values per share to the Merger Consideration. The results of the selected transactions analysis are summarized below:

Discounted Cash Flow Analysis. Raymond James analyzed the discounted present value of RSYS’s projected free cash flows for the years ending December 31, 2018, December 31, 2019, and December 31, 2020,

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on a standalone basis. In its analysis, Raymond James used unlevered free cash flows, defined as earnings before interest, after taxes, plus depreciation, plus amortization, less capital expenditures, less investment in working capital.

The discounted cash flow analysis was based on the Management Projections. Consistent with the periods reflected in the Management Projections, Raymond James used calendar year 2020 as the final year for the analysis and applied terminal multiples, selected in Raymond James’ professional judgment and experience, ranging from 8.0x to 12.0x, to calendar year 2020 EBITDA in order to derive a range of terminal values for RSYS in 2020. Additionally, Raymond James performed an analysis based on the outstanding balance of Net Operating Losses, which we refer to as “ NOLs ,” as of December 31, 2017, provided by RSYS management to evaluate the additional potential equity value of RSYS’s standalone tax attributes, on a present value basis.

The projected unlevered free cash flows, NOL tax savings and terminal values were discounted using rates ranging from 12.0% to 16.0%, which, based on Raymond James’ professional judgment and experience, reflected the weighted average after-tax cost of debt and equity capital associated with executing RSYS’s business plan. The resulting range of present enterprise values was adjusted by RSYS’s current capitalization and divided by the number of diluted shares outstanding in order to arrive at a range of present values per RSYS share. Raymond James reviewed the range of per share prices derived in the discounted cash flow analysis and compared them to the price per RSYS share implied by the Merger Consideration. The results of the discounted cash flow analysis, based on a terminal multiple, are summarized below:

Additionally, Raymond James performed a second discounted cash flow analysis based on the Management Projections which calculated the terminal value utilizing a perpetual growth methodology. Consistent with the periods included in the Management Projections, Raymond James used calendar year 2020 as the final year for the analysis and, based on Raymond James’ professional judgment and experience, applied a perpetual growth rate, ranging from 2.0% to 4.0%, to calendar year 2020 free cash flow in order to derive a range of terminal values for RSYS in 2020. Additionally, Raymond James performed an analysis based on the outstanding NOLs provided by RSYS management, as noted above.

The projected unlevered free cash flows, NOL tax savings, and terminal values were discounted using rates ranging from 12.0% to 16.0%, which, based on Raymond James’ professional judgment and experience, reflected the weighted average after-tax cost of debt and equity capital associated with executing RSYS’s business plan. The resulting range of present enterprise values was adjusted by RSYS’s current capitalization and divided by the number of diluted shares outstanding in order to arrive at a range of present values per RSYS share. Raymond James reviewed the range of per share prices derived in the discounted cash flow analysis and compared them to the price per RSYS share implied by the Merger Consideration. The results of the discounted cash flow analysis, based on a perpetual growth rate, are summarized below:

Additional Considerations. The discussion set forth above is a summary of the financial analyses presented by Raymond James to the RSYS Board of Directors in connection with its opinion and is not a comprehensive description of the analyses undertaken by Raymond James in connection with its opinion. The preparation of a

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fairness opinion is a complex process and is not susceptible to a partial analysis or summary description. Raymond James believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering the analyses taken as a whole, would create an incomplete view of the process underlying its opinion. In addition, Raymond James considered the results of all such analyses and did not assign relative weights to any of the analyses, but rather it made qualitative judgments as to the significance and relevance of each analysis and factor; consequently the ranges of valuations resulting from any particular analysis described above should not be taken to be the view of Raymond James as to the actual value of RSYS.

In performing its analyses, Raymond James made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond the control of RSYS. The analyses performed by Raymond James are not necessarily indicative of actual values, trading values or actual future results which might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. Such analyses were provided to the RSYS Board of Directors and were prepared solely as part of the analysis performed by Raymond James of the fairness, from a financial point of view, to the holders of the Merger Consideration to be received by such holders in connection with the proposed Merger pursuant to the Merger Agreement. The analyses do not purport to be appraisals or to reflect the prices at which companies may actually be sold, and such estimates are inherently subject to uncertainty. The opinion of Raymond James was one of many factors taken into account by the RSYS Board of Directors in making its determination to approve the Merger. Neither Raymond James’ opinion nor the analyses described above should be viewed as determinative of the views of the RSYS Board of Directors or RSYS management with respect to RSYS, RIL or the Merger. Raymond James provided advice to RSYS with respect to the proposed Merger. Raymond James did not, however, recommend any specific amount of consideration to the RSYS Board of Directors or that the Merger Consideration constituted the only appropriate consideration for the Merger. RSYS placed no limits on the scope of the analysis performed, or opinion expressed, by Raymond James.

The Raymond James opinion was necessarily based upon market, economic, financial and other circumstances and conditions existing and disclosed to it on June 28, 2018, and any material change in such circumstances and conditions may affect the opinion of Raymond James, but Raymond James does not have any obligation to reevaluate its opinion. Raymond James relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of RSYS since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Raymond James that would be material to its analyses or its opinion, and that there was no information or any facts that would make any of the information reviewed by Raymond James incomplete or misleading in any material respect.

During the two years preceding the date of Raymond James’ written opinion, Raymond James has not been engaged by, performed services for or received any compensation from RSYS (other than any amounts that were paid to Raymond James under the engagement letter described in this proxy statement pursuant to which Raymond James was retained as a financial advisor to RSYS to assist in reviewing strategic alternatives). In addition, during the two years preceding the date of Raymond James’ written opinion, Raymond James has not been engaged by, performed services for or received any compensation from, RIL.

For services rendered in connection with Raymond James’ engagement, RSYS paid Raymond James a fee of $300,000 upon delivery of its opinion, $250,000 of which related to the opinion itself and which fee was not contingent on the successful completion of the Merger or the conclusion reached in Raymond James’ opinion and $50,000 of which was payable by RSYS as an initial retainer payment and was not contingent on the rendering of the opinion or the consummation of the Merger. RSYS will pay Raymond James a fee of approximately $4.3 million for advisory services in connection with the Merger (after taking into account a credit of the $300,000 in fees referenced above), which remaining portion is contingent upon the closing of the Merger. RSYS also agreed to reimburse Raymond James for its expenses incurred in connection with its services, including the fees and expenses of its counsel, and will indemnify Raymond James against certain liabilities arising out of its engagement.

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Raymond James is actively involved in the investment banking business and regularly undertakes the valuation of investment securities in connection with public offerings, private placements, business combinations and similar transactions. In the ordinary course of business, Raymond James may trade in the securities of RSYS and/or RIL 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. Raymond James may provide investment banking, financial advisory and other financial services to RSYS and/or RIL or other participants in the Merger in the future, for which Raymond James may receive compensation.

Management Projections

In our press releases announcing quarterly and annual operating results, RSYS has from time to time publicly provided projections as to our future financial performance. RSYS does not otherwise publicly disclose projections as to future financial performance due to, among other reasons, the uncertainty and subjectivity of the underlying assumptions and estimates as to future events contained therein. However, in connection with the comprehensive strategic and financial review process undertaken in connection with the Merger and as described in this proxy statement, RSYS management prepared a set of financial projections which was provided to representatives of Raymond James, the representatives of RIL and certain other potential purchasers, which we refer to as the “ Management Projections .” The Management Projections were the only financial forecasts with respect to RSYS provided by RSYS for use by Raymond James in performing its financial analyses during the strategic and financial review process.

The Management Projections were not prepared with a view to public disclosure and are included in this proxy statement only because they were provided to the Board of Directors, representatives of Raymond James, representatives of RIL and other potential purchasers in the strategic and financial review process. The Management Projections were not prepared with a view to compliance with (i) U.S. generally accepted accounting principles applied on a consistent basis, which we refer to as “ GAAP ”; (ii) the published guidelines of the SEC regarding projections and forward-looking statements; or (iii) the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. KPMG LLP, our independent registered public accountant, has not examined, reviewed, compiled or otherwise applied procedures to the Management Projections and, accordingly, assumes no responsibility for, and expresses no opinion on, them. The Management Projections included in this proxy statement have been prepared by, and are the responsibility of, RSYS management.

Although a summary of the Management Projections is presented with numerical specificity, they reflect numerous assumptions and estimates as to future events made by RSYS management that it believed were reasonable at the time the Management Projections were prepared, taking into account the relevant information available to RSYS management at the time. The Management Projections should not be relied upon as a guaranty of future results. Important factors that may affect actual results and cause the Management Projections not to be achieved include, among other things, general economic conditions, RSYS’s ability to achieve forecasted sales, accuracy of certain accounting assumptions, changes in actual or projected cash flows, competitive pressures and changes in tax laws. In addition, the Management Projections 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. Accordingly, there can be no assurance that the Management Projections will be realized, and RSYS actual results may be materially better or materially worse than those contained in the Management Projections. The Management Projections cover multiple years, and such information by its nature becomes less reliable with each successive year. The inclusion of the Management Projections in this proxy statement should not be regarded as an indication that the Board of Directors, RSYS, Raymond James, RIL or any of their respective affiliates or representatives or any other recipient of this information considered, or now considers, the Management Projections to be predictive of actual future results. It is likely that the contribution of RSYS’s business to RIL’s consolidated results will be different from RSYS’s performance on a standalone basis. In addition, if the Merger is not consummated, we may not be able to achieve the Management Projections. Accordingly, there can be no assurance that the Management Projections, or the assumptions underlying the projections, will be realized. None of RSYS, RIL or

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any of their respective affiliates, advisors or other representatives has made or makes any representations regarding the ultimate performance of RSYS compared to the information contained in the Management Projections.

The summary of the Management Projections is not included in this proxy statement in order to induce any shareholder to vote in favor of the proposal to adopt the Merger Agreement and approve the Merger and the other transactions contemplated thereby or any of the other proposals to be voted on at the Special Meeting. We do not intend to update or otherwise revise the Management Projections to reflect circumstances existing after the date they were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Management Projections are shown to be in error or no longer appropriate. In light of the foregoing factors and the uncertainties inherent in the Management Projections, shareholders are cautioned not to rely on the projections included in this proxy statement .

The Management Projections and the accompanying tables contain certain non-GAAP financial measures, including non-GAAP net income (loss), which RSYS believes are helpful in understanding its past financial performance and future results. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read in conjunction with RSYS’s consolidated financial statements prepared in accordance with GAAP and the reconciliation to GAAP measures presented herein. RSYS’s management regularly uses supplemental non-GAAP financial measures internally to understand and manage the business and forecast future periods.

The Management Projections are forward-looking statements and thus are subject to risks and uncertainties. For information on factors that may cause RSYS’s future results to materially vary, see the information under the section captioned “ Forward-Looking Statements .”

The Management Projections were not prepared in accordance with GAAP and were instead presented consistent with RSYS’s historical presentation of its non-GAAP operating results. The Management Projections were prepared based upon the following assumptions: (i) year-over-year revenue growth rates that range from -30% to -1% (which incorporates growth rates for RSYS’s declining Hardware Solutions segment of -50% to -30% and growth rates for RSYS’s Software-Systems segment of 10% to 20%); (ii) extensive new sales into existing customers, as well as winning new large and significant customers world-wide, specifically within the Software-Systems segment; (iii) successful entrance into adjacent markets and expanding the total addressable market, including transcoding and 5G initiatives around virtualized RAN and edge compute; (iv) completion of product development and broad customer acceptance of a number of new products, including virtualized software offerings and 5G compliant solutions, as well as future products, services and solutions that are not yet defined; (v) a revenue mix shift toward selling software on a standalone basis without hardware; (vi) ongoing renewals of support, maintenance and professional services engagements; (vii) continued declines in revenues associated with Hardware Solutions products as customers migrate to next-generation solutions not available from RSYS; (viii) efficient scalability of all operating functions, including customer support, operations, research and development, sales and marketing, general and administrative functions, such that revenue growth rates within the Software-Systems segment exceed growth rates for operating costs; (ix) efficient management of the Hardware Solutions segment such that in light of expected revenue declines the business can be managed

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profitability until end-of-life; (x) attracting and retaining talent with limited turnover; (xi) stable exchanges rates world-wide; (xii) no material customer, supplier, or employee disputes; and (xiii) limited litigation costs. The Management Projections assume gross margin expansion from 42% in 2018 to 48% in 2020 due to increased contribution from Software-Systems products along with expected declines in low margin Hardware Solutions revenue. Projected Operating Income in the Management Projections also expands from 1% in 2018 to 4% in 2020, on the expectation of product evolution, a shift in RSYS’s product mix with higher gross margins, RSYS’s continued investment in research and development and sales and marketing on new initiatives, strong Software-Systems revenue growth and operating leverage within the Software-Systems segment; and offset by declines in profitability associated with RSYS’s Hardware Solutions segment.

Interests of RSYS’s Directors and Executive Officers in the Merger

When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of shareholders generally, as more fully described below. In (i) evaluating and negotiating the Merger Agreement; (ii) approving the Merger Agreement and the Merger; and (iii) recommending that the Merger Agreement and the Merger and the other transactions contemplated thereby be adopted and approved by shareholders, the Board of Directors was aware of, and considered, these interests to the extent that they existed at the time, among other matters.

Insurance and Indemnification of Directors and Executive Officers

RIL and Merger Sub have agreed that the Surviving Corporation will agree that all rights to exculpation and indemnification for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising out of related to or in connection with the transactions contemplated by this Agreement), now existing in favor of the current or former director or officers, which we refer to as the “ Indemnified Parties ,” or employees, as the case may be, of RSYS or its subsidiaries as provided in their respective articles of incorporation or bylaws or in any agreement will survive the Merger and shall continue in full force and effect. For a period of six years following the Effective Time, which we refer to as the “ Post-Closing Indemnification Period ,” RIL and the Surviving Corporation or its successor will (i) cause the articles of incorporation and bylaws of the Surviving Corporation or its successor to contain provisions with respect to indemnification and exculpation of, and advancement of reasonable expenses to, the Indemnified Parties that are at least as favorable as the indemnification, exculpation and advancement of reasonable expenses provisions contained in RSYS’s articles of incorporation and bylaws for the benefit of the Indemnified Parties; (ii) during the Post-Closing Indemnification Period, not amend, repeal or otherwise modify in any manner any such provision so as to adversely affect the rights thereunder of the Indemnified Parties; (iii) and maintain any indemnification agreements of RSYS and its subsidiaries with any of their respective directors, officers and employees existing as on the date of the Merger Agreement; provided that in the event that due to dissolution of the Surviving Corporation or divestiture of its assets, RIL shall be obligated to provide the Indemnified Parties with the rights to indemnification and exculpation of, and advancement of reasonable expenses to the Indemnified Parties to the fullest extent the Surviving Corporation would have been obligated to provide such rights pursuant to its articles of incorporation and bylaws (or similar organizational documents) through the Post-Closing Indemnification Period.

For a period of six years after the Effective Time, RIL will cause the Surviving Corporation or its successor to maintain in effect RSYS’s and its subsidiaries’ current directors’ and officers’ liability insurance covering those persons who are currently covered by such directors’ and officers’ liability insurance policy, including RSYS’s and its subsidiaries’ current directors and officers, for acts or omissions occurring prior to the Effective Time on terms comparable to those of such policy in effect on the date of the Merger Agreement, provided that either RIL or RSYS may (i) at their respective elections, obtain a single premium tail policy with respect to such directors’ and officers’ liability insurance with policy limits, terms and conditions at least as favorable to the directors and officers covered under such insurance policy as the limits, terms and conditions in the existing

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policies of RSYS; or (ii) (a) substitute therefor policies of RIL, from an insurance carrier with the same or better credit rating as RSYS’s current insurance carrier, containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (b) request that RSYS obtain (and, if so requested, RSYS shall obtain) such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time). In connection with the foregoing, neither RSYS nor RIL shall pay a one-time premium (in connection with a single premium tail policy described above) in excess of the amount agreed upon by the parties in connection with the Merger Agreement or be obligated to pay annual premiums (in connection with any other directors and officers insurance policy described above) in excess of the annual premiums agreed upon by the parties in connection with the Merger Agreement. It is understood and agreed that in the event such coverage cannot be obtained for such amount or less, then RSYS shall obtain the maximum amount of coverage as may be obtained for such amount. The parties currently intend to satisfy the requirement to maintain directors’ and officers’ liability insurance by obtaining a single premium tail policy.

For more information, see the section of this proxy statement captioned “ The Merger Agreement - Directors’ and Officers’ Indemnification and Insurance .”

Treatment of Equity-Based Awards

Treatment of Stock Options

As of June 26, 2018, there were 5,262,162 shares of our common stock subject to issuance pursuant to Company Stock Options. Of these, 2,857,571 shares were subject to options that had exercise prices of less than $1.72 per share, of which 830,000 were held by our directors and executive officers.

Immediately prior to the Effective Time, each Company Stock Option granted under the Stock Plans that is outstanding immediately prior to the Effective Time will become fully vested and free of any forfeiture restrictions. Immediately afterwards, each Company Stock Option will be cancelled, extinguished and converted, without any further action on the part of RIL, RSYS or the holder of such Company Stock Option, into the right to receive a cash payment, without interest, equal to the product of (i) the number of shares subject to such Company Stock Option and (ii) the amount, if any, by which the Merger Consideration exceeds the per share exercise price of such Company Stock Option, with the product of (i) and (ii) rounded to the nearest whole cent and computed after aggregating cash amounts for all shares underlying all Company Stock Options held by such option holder immediately prior to the Effective Time, less withholding taxes. Notwithstanding the foregoing, at least thirty (30) days before the closing date of the Merger, each holder of a Company Stock Option shall be given written notice and an opportunity to exercise his or her Company Stock Options (whether or not vested) effective immediately before the Effective Time, with such exercise being contingent on the occurrence of the closing of the Merger. At the Effective Time, each Company Stock Option that has an exercise price per share that is greater than or equal to the Merger Consideration will be cancelled and the holder of such Company Stock Option will not be entitled to receive any payment in exchange for such cancellation.

Treatment of Restricted Stock Units

As of June 26, 2018, there were Company TBRSUs with respect to an aggregate of 203,379 shares and Company PBRSUs with respect to an aggregate of 415,000 shares. Company TBRSUs with respect to 63,441 shares and Company PBRSUs with respect to 235,000 shares were held by our directors and executive officers.

Each Company TBRSU outstanding immediately prior to the Effective Time (after giving effect to the relevant accelerated vesting requirements contained in the Stock Plans and the award agreements pursuant thereto) will, as of immediately prior to the Effective Time, become fully vested and free of any forfeiture restrictions. Immediately thereafter, each Company TBRSU will be cancelled, extinguished and converted, without any action on the part of RIL, RSYS or the holder of such Company TBRSU, into the right to receive a payment, without interest, in an amount equal to the product of (i) the Merger Consideration and (ii) the number of shares subject to such Company TBRSU.

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Each Company PBRSU that is vested immediately prior to the Effective Time will immediately thereafter be cancelled, extinguished and converted, without any action on the part of RIL, RSYS or the holder of such Company PBRSU, into the right to receive a payment, without interest, in an amount equal to the product of (i) the Merger Consideration and (ii) the maximum number of shares that may be earned pursuant to such Company PBRSU. In addition, each Company PBRSU that is not vested immediately prior to the Effective Time will remain outstanding thereafter and be converted into the right to receive a payment, without interest, in an amount equal to the product of (i) the Merger Consideration and (ii) the number of shares subject to such Company PBRSU when, as and if vesting of such Company PBRSU occurs pursuant to the terms and conditions set forth in the applicable award agreement. The Surviving Corporation will assume by operation of law all of RSYS’s obligations with respect to each such unvested Company PBRSU after the Effective Time under the applicable agreements and the applicable Stock Plans. Each holder of an unvested Company PBRSU will continue to be entitled to all of the rights set forth in the applicable agreements and Stock Plans related to such unvested Company PBRSU.

Treatment of Purchase Rights under the ESPP

The ESPP was terminated prior to the execution of the Merger Agreement. Thus, no new offering period will commence and no further shares will be purchased pursuant to the ESPP in connection with the Merger or otherwise.

Payments Upon Termination Following Change of Control

We are party to change of control agreements, which we refer to as “ Change of Control Agreements ,” with Brian Bronson and Jonathan Wilson. These agreements provide for specified payments in the event their employment is terminated without “cause” or they resign for “good reason” in connection with a change of control.

As part of assuming the role of President and Chief Executive Officer, on October 1, 2012, we entered into a Change of Control Agreement with Mr. Bronson, then our President and Chief Financial Officer. Mr. Bronson’s Change of Control Agreement provides that if we terminate his employment with us (other than for cause, death or disability), or if he terminates his employment with us for good reason within 12 months following a change of control or within three months preceding a change of control, Mr. Bronson is entitled to receive severance pay in a lump sum cash amount equal to 24 months of Mr. Bronson’s annual base pay at the highest annual rate in effect at any time within the 12-month period preceding the date of termination. Severance pay that is payable would be made 100 days following the termination date. Upon such termination, and in addition to severance pay, Mr. Bronson is also entitled to receive (i) up to twelve months of subsidized continued coverage pursuant to COBRA under the Company’s group health plan, (ii) stock-based incentive compensation plan payout under each stock-based incentive compensation plan, partial cash-based incentive compensation plan payout, if any and (iii) up to $15,000 for the costs and expenses of any executive outplacement firm. Upon such termination, all Company Stock Options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other similar awards granted to Mr. Bronson shall be immediately exercisable in full in accordance with the applicable provisions of the relevant award agreement and the plan, and any risk of forfeiture included in any restricted stock or other similar award shall immediately lapse. Company Stock Options (other than those considered incentive stock options under the Code (as defined in this proxy statement)) and stock appreciation rights shall also be amended to permit Mr. Bronson to exercise such Company Stock Options and stock appreciation rights for a period of time equal to the earlier of (i) the period of 180 days after the date of Mr. Bronson’s termination; or (ii) the date that each Company Stock Option and stock appreciation right would otherwise expire by its original terms had Mr. Bronson not been terminated. Had a triggering event occurred on August 8, 2018 (the latest practicable date prior to the filing of this proxy statement), such that Mr. Bronson would become entitled to benefits under his Change of Control Agreement, Mr. Bronson would have been entitled to the payments detailed below if he had signed a release agreement within 21 days (or, if required by applicable law, 45 days) from the last day of his active employment.

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As part of his promotion to Chief Financial Officer, on February 17, 2015, we entered into a Change of Control Agreement with Mr. Wilson. Mr. Wilson’s Change of Control Agreement provides that if we terminate his employment with us (other than for cause, death or disability), or if he terminates his employment with us for good reason within 12 months following a change of control or within three months preceding a change of control, Mr. Wilson is entitled to receive severance pay in a lump sum cash amount equal to 12 months of Mr. Wilson’s annual base pay at the rate in effect immediately before the date of termination. The payment would be made within five days after execution of the release agreement. Upon such termination, and in addition to severance pay, Mr. Wilson is also entitled to receive (i) up to twelve months of subsidized continued coverage pursuant to COBRA under the Company’s group health plan, (ii) stock-based incentive compensation plan payout under each stock-based incentive compensation plan, partial cash-based incentive compensation plan payout, if any and (iii) up to $10,000 for the costs and expenses of any executive outplacement firm. Also, upon such termination, all Company Stock Options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other similar awards granted to Mr. Wilson will be immediately exercisable in full in accordance with the applicable provisions of the relevant award agreement and the plan, and any risk of forfeiture included in any restricted stock or other similar award will immediately lapse. Company Stock Options (other than those considered incentive stock options) and stock appreciation rights will also be amended to permit Mr. Wilson to exercise such Company Stock Options and stock appreciation rights for a period of time equal to the earlier of (i) the period of 180 days after the date of Mr. Wilson’s termination or (ii) the date that each Company Stock Option and stock appreciation right would otherwise expire by its original terms had Mr. Wilson not been terminated. Had Mr. Wilson’s employment been terminated by us without cause on August 8, 2018 (the latest practicable date prior to the filing of this proxy statement), Mr. Wilson would have become entitled to receive the payment described below if he had signed a release agreement within 21 days (or, if required by applicable law, 45 days) from the last day of his active employment.

The Merger will constitute a “change in control” for purposes of the Change of Control Agreements. “Cause” and “good reason” are defined as follows in the Change of Control Agreements:

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Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that will or may become payable to each of our named executive officers in connection with the Merger. Please see the previous portions of this section for further information regarding this compensation.

The amounts indicated in the table below are estimates of the amounts that would be payable assuming, solely for purposes of this table, that the Merger is consummated on August 8, 2018 (the latest practicable date prior to the filing of this proxy statement), and that the employment of each of the named executive officers was subject to an involuntary termination on that date. Our executive officers will not receive pension, non-qualified deferred compensation, tax reimbursement or other benefits in connection with the Merger.

Some of the amounts set forth in the table would be payable solely by virtue of the consummation of the Merger. In addition to the assumptions regarding the consummation date of the Merger and the termination of employment, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below. The values in the table below payable by RIL are not subject to the non-binding, advisory proposal to approve certain compensation that will or may become payable to our named executive officers in connection with the Merger.

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Equity Interests of RSYS’s Executive Officers and Non-Employee Directors

The following table sets forth the number of shares of our common stock underlying our equity awards that are in-the-money and are currently held by each of our executive officers and non-employee directors, in each case that either are currently vested or that will vest in connection with the Merger, assuming that the Effective Time occurs on September 30, 2018. The table also sets forth the values of these shares and equity awards based on the $1.72 per share Merger Consideration (minus the applicable exercise price for the in-the-money Company Stock Options). No new shares of our common stock or equity awards were granted to any executive officer or non-employee director in contemplation of the Merger, other than normal course grants that were made in February 2018. For purposes of this table, any shares subject to Company equity awards held by our executives and non-employee directors that vest between the date hereof and September 30, 2018 are considered outstanding shares of our common stock held by the applicable executive or non-employee director.

listed on the Nasdaq Global Select Market, a national securities exchange, holders of shares of RSYS common stock are not entitled to dissenters’ rights in connection with the Merger.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to certain U.S. Holders and Non-U.S. Holders (each as defined below) of shares of our common stock whose shares are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended, which we refer to as the “ Code ,” Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service, which we refer to as the “ IRS ,” and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold their shares of our common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes).

This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address:

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If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of our common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding shares of our common stock and partners (or persons treated as partners for U.S. federal income tax purposes) therein should consult their tax advisors regarding the tax consequences of the Merger.

No ruling from the IRS and no opinion of counsel has been or will be obtained regarding the U.S. federal income tax consequences of the Merger described below. No assurance can be given that the IRS will agree with the views expressed in this summary. If the IRS contests a conclusion set forth herein, no assurance can be given that a holder would ultimately prevail in a final determination by a court.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL OR TAX ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER U.S. FEDERAL NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL, OR FOREIGN TAXING JURISDICTION, INCLUDING POSSIBLE CHANGES IN SUCH LAWS.

U.S. Holders

For purposes of this discussion, a “ U.S. Holder ” is a beneficial owner of shares of our common stock that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of our common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations. Gain or loss realized generally must be calculated separately for each block of shares ( i.e. , shares acquired at the same cost in a single transaction) surrendered pursuant to the Merger.

Additionally, a 3.8% tax generally is imposed on all or a portion of the “net investment income” (within the meaning of the Code) of certain individuals and on the undistributed net investment income of certain estates and

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trusts. For individuals, the additional 3.8% tax generally is imposed on all or a portion of the net investment income of individuals with a modified adjusted gross income of over $200,000 ($250,000 in the case of joint filers). For these purposes, “net investment income” generally will include any gain recognized on the receipt of cash in exchange for shares of our common stock pursuant to the Merger.

Non-U.S. Holders

For purposes of this discussion, the term “ Non-U.S. Holder ” means a beneficial owner of shares of our common stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

Non-U.S. Holders should consult their own tax advisors to determine the U.S. federal, state, local, and foreign tax consequences that may be relevant to them in light of their particular circumstances. Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Information Reporting and Backup Withholding

Information reporting and backup withholding (at a current rate of 24%) may apply to the proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to (i) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such holder is not subject to backup withholding on a properly completed IRS Form W-9 (or a substitute or successor form) or (ii) a Non-U.S. Holder that (A) provides a certification of such holder’s foreign status on a properly completed appropriate series of IRS Form W-8 (or a substitute or successor form) or (B) otherwise establishes an exemption from backup withholding. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS OF SHARES OF OUR COMMON STOCK. HOLDERS OF SHARES ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT OF CASH FOR THEIR SHARES PURSUANT TO THE MERGER UNDER ANY U.S. FEDERAL, STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, INCLUDING POSSIBLE CHANGES IN SUCH LAWS.

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Regulatory Approvals Required for the Merger

RIL and RSYS have generally agreed to use their reasonable best efforts to obtain all necessary actions or approvals from governmental entities to consummate the Merger and the other transactions contemplated by the Merger Agreement. These approvals include the approval or clearance of the Merger pursuant to CFIUS and the competition laws of Cyprus. A draft filing was submitted to CFIUS on July 23, 2018. A filing was submitted to the relevant authorities in Cyprus on July 27, 2018.

HSR Act and U.S. Antitrust Matters

The Merger is not reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the “ HSR Act .”

At any time before or after consummation of the Merger, notwithstanding that the Merger is not reportable under the HSR Act, the Federal Trade Commission or the Department of Justice could take such action under the antitrust laws as it deems necessary under the applicable statutes, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

CFIUS

The Merger Agreement provides for the parties to cooperate in filing a joint voluntary notice of the Merger under Section 721 of the DPA. Section 721 provides for national security reviews and, where appropriate, investigations by CFIUS of transactions in which a foreign person or entity acquires control of a U.S. business.

Other Regulatory Approvals

One or more governmental agencies may impose a condition, restriction, qualification, requirement or limitation when it grants the necessary approvals and consents. Third parties may also seek to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained and there may be a substantial period of time between the approval by shareholders and the completion of the Merger.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the Merger not being satisfied.

Financing of the Merger

The Merger is not conditioned upon receipt of financing by RIL. RIL has informed RSYS that RIL has sufficient cash resources, and will have available at the closing sufficient funds to pay for the shares and to consummate the Merger and to perform the other transactions and obligations described in the Merger Agreement.

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We anticipate that the funds needed to discharge the amounts described above will be obtained from:

Prior to the closing, RIL will provide Merger Sub with the funds necessary to pay for the shares of RSYS common stock and to consummate the Merger and to perform the other transactions and obligations described in the Merger Agreement (other than those funds already held by RSYS and its subsidiaries) through a subscription of shares of capital stock of Merger Sub. Immediately prior to the closing, Merger Sub will deposit with the paying agent cash sufficient to pay for the shares of RSYS common stock outstanding immediately prior to the closing. Merger Sub will also deposit with the surviving corporation cash sufficient to pay for all outstanding Company Stock Options, Company TBRSUs and Company PBRSUs.

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THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

The following summary describes the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and is incorporated into this proxy statement by reference. We encourage you to read the Merger Agreement carefully and in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement. Capitalized terms in this section but not defined in this proxy statement have the meaning ascribed to such terms in the Merger Agreement .

The representations, warranties, covenants and agreements described in this section and included in the Merger Agreement: (i) were made only for purposes of the Merger Agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Merger Agreement; and (iii) may be subject to important qualifications, limitations and supplemental information agreed to by RIL, RSYS and Merger Sub in connection with negotiating the terms of the Merger Agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and, in some cases, were qualified by matters disclosed to RIL and Merger Sub by RSYS in the disclosure letter to the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement for the purposes of allocating contractual risk between the parties to the Merger Agreement, rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Shareholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of RSYS, RIL or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may have changed after the date of the Merger Agreement and do not purport to be accurate as of the date of this proxy statement and, accordingly, you should not rely on such representations and warranties as characterizations of the actual state of facts at the time they were made or as of the date of this proxy statement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of RSYS, RIL and Merger Sub because the parties may take certain actions that are either expressly permitted in the disclosure letter delivered by RSYS in connection with the execution of the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide you with any other factual information regarding RSYS, RIL, Merger Sub or their respective businesses or affiliates. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone and you should read the information provided elsewhere in this document and in our filings with the SEC regarding RSYS and our business.

Form and Effects of the Merger; Directors and Officers; Articles of Incorporation and Bylaws

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the OBCA, at the Effective Time, Merger Sub, a wholly owned subsidiary of RIL created solely for the purpose of engaging in the Merger and the other transactions contemplated by the Merger Agreement, will merge with and into RSYS. The separate corporate existence of Merger Sub will cease, and RSYS will continue as the Surviving Corporation and will become a wholly owned subsidiary of RIL.

From and after the Effective Time, the Surviving Corporation will possess all properties, rights, privileges, powers and franchises of RSYS and Merger Sub, and all of the debts, liabilities and duties of RSYS and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

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At or immediately after the Effective Time, the articles of incorporation and the bylaws of the Surviving Corporation will be amended and restated in their entirety to conform to the articles of incorporation and the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Radisys Corporation” until thereafter changed or amended in accordance with the provisions thereof and as provided by applicable law.

From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time will be the initial directors of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time will be the initial officers of the Surviving Corporation. The directors and officers will serve in accordance with the articles of incorporation and bylaws of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Closing and Effective Time of the Merger

Unless otherwise mutually agreed by RIL and RSYS, the closing of the Merger will occur on a date and at a time to be specified by RIL and RSYS, which date will be as soon as practicable and in no event later than the second business day after the conditions to the Merger set forth in the Merger Agreement and described in the section of this proxy statement captioned “ The Merger Agreement - Conditions to the Merger ” have been satisfied or, to the extent permitted by applicable law, waived (other than the conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions).

The Merger will become effective upon the filing of the articles of merger with the Secretary of State of the State of Oregon or at such later time as is agreed upon by RIL and RSYS and specified in the articles of merger in accordance with the OBCA. As of the date of this proxy statement, we expect to complete the Merger in the fourth quarter of 2018 (occurring sometime prior to December 31, 2018); however, consummation of the Merger is subject to the satisfaction or (to the extent permitted by applicable law) waiver of the conditions to the completion of the Merger more fully described in the section of this proxy statement captioned “ The Merger Agreement - Conditions to the Merger, ” and we cannot specify when, or assure you that, RSYS and RIL will satisfy or waive all or any conditions to the Merger. There may be a substantial amount of time between the date of the Special Meeting and the consummation of the Merger, and it is possible that factors outside the control of RSYS or RIL could delay the consummation of the Merger or prevent the Merger from being consummated; however, we expect to consummate the Merger promptly following the satisfaction or (to the extent permitted by applicable law) waiver of the conditions more fully described below in the section of this proxy statement captioned “ The Merger Agreement - Conditions to the Merger .”

Merger Consideration

Effect of the Merger on RSYS’s Capital Stock

At the Effective Time, each share of our common stock issued and outstanding immediately prior to the Effective Time (including any shares resulting from the settlement of Company TBRSUs and Company PBRSUs which become settleable as a result of the consummation of the Merger and any shares issued upon the exercise of Company Stock Options, but excluding excluded shares) will be cancelled and automatically converted into the right to receive $1.72, without interest, and subject to deduction for any required withholding tax. Such shares of our common stock will thereafter represent only the right to receive the Merger Consideration to be paid in accordance with and subject to the conditions of the Merger Agreement. At the Effective Time, each excluded share will be automatically canceled and retired without payment of any consideration.

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Treatment of RSYS Equity-Based Awards

The Merger Agreement provides that RSYS’s equity awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment at the Effective Time:

Options

Immediately prior to the Effective Time, each Company Stock Option granted under the Stock Plans that is outstanding immediately prior to the Effective Time will become fully vested and free of any forfeiture restrictions Immediately afterwards, each Company Stock Option will be cancelled, extinguished and converted, without any further action on the part of RIL, RSYS or the holder of such Company Stock Option, into the right to receive a payment in U.S. dollars, without interest, in an amount equal to the product of (i) the number of shares subject to such Company Stock Option and (ii) the amount, if any, by which the Merger Consideration exceeds the per share exercise price of such Company Stock Option, with the product of (i) and (ii) rounded to the nearest whole cent and computed after aggregating cash amounts for all shares underlying all Company Stock Options held by such option holder immediately prior to the Effective Time, less withholding taxes. Notwithstanding the foregoing, at least thirty (30) days before the closing date of the Merger, each holder of a Company Stock Option will be given written notice and an opportunity to exercise his or her Company Stock Options (whether or not vested) effective immediately before the Effective Time, with such exercise being contingent on the occurrence of the closing of the Merger. At the Effective Time, each Company Stock Option that has an exercise price per share that is greater than, or equal to, the Merger Consideration will be cancelled, and the holder of such Company Stock Option will not be entitled to receive any payment in exchange for such cancellation.

Restricted Stock Units

Each Company TBRSU outstanding immediately prior to the Effective Time (after giving effect to the relevant accelerated vesting requirements contained in the Stock Plans and the award agreements pursuant thereto) will, as of immediately prior to the Effective Time, become fully vested and free of any forfeiture restrictions. Immediately thereafter, each Company TBRSU will be cancelled, extinguished and converted, without any action on the part of RIL, RSYS or the holder of such Company TBRSU, into the right to receive a payment in U.S. dollars, without interest, in an amount equal to the product of (i) the Merger Consideration and (ii) the number of shares subject to such Company TBRSU.

RSYS has previously granted Company PBRSUs that are currently outstanding. Each Company PBRSU that is vested immediately prior to the Effective Time will immediately thereafter be cancelled, extinguished and converted, without any action on the part of RIL, RSYS or the holder of such Company PBRSU, into the right to receive a cash payment, without interest, in an amount equal to the product of (i) the Merger Consideration and (ii) the maximum number of shares that may be earned pursuant to such Company PBRSU. In addition, each Company PBRSU that is not vested immediately prior to the Effective Time will remain outstanding thereafter and be converted into the right to receive a cash payment without interest in an amount equal to the product of (1) the Merger Consideration and (2) the number of shares subject to such Company PBRSU when, as and if vesting of such Company PBRSU occurs pursuant to the terms and conditions set forth in the applicable award agreement. The Surviving Corporation will assume by operation of law all of RSYS’s obligations with respect to each such unvested Company PBRSU after the Effective Time under the applicable agreements and the applicable Stock Plans. Each holder of an unvested Company PBRSU will continue to be entitled to all of the rights set forth in the applicable agreements and Stock Plans related to such unvested Company PBRSU.

Exchange and Payment Procedures

Prior to the Effective Time, Merger Sub will deposit with a U.S. bank or trust company designated by RIL and reasonably acceptable to RSYS, which we refer to as the “ paying agent ,” in trust for the benefit of the

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holders of the common stock cash sufficient to pay the aggregate Merger Consideration payable to such shareholders pursuant to the terms of the Merger Agreement, which we refer to as the “ payment fund .” Until disbursed in accordance with the terms and conditions of the Merger Agreement, the payment fund will be invested by the paying agent, as directed by RIL, in obligations of, or investments guaranteed by, the United States of America, and any and all interest and other income or net profits resulting from such investments shall be the sole and exclusive property of Merger Sub. To the extent that there are any losses with respect to any investments of the payment fund, or the payment fund diminishes for any reason below the level required for the paying agent to pay the Merger Consideration, upon demand by the paying agent, Merger Sub will promptly reimburse, or shall cause the prompt reimbursement of, any such loss so as to ensure that the payment fund is at all times maintained at a level sufficient for the paying agent to pay the Merger Consideration. The payment fund will not be used for any purpose other than as provided for in Merger Agreement. Until disbursed in accordance with the terms and conditions of the Merger Agreement, Merger Sub will be and remain the beneficial owner for tax purposes of the payment fund.

At or prior to the Effective Time, RIL will make available to Merger Sub, by subscribing for and purchasing shares of Merger Sub Capital Stock, sufficient funds to make the payments due pursuant to the Merger Agreement for the holders of the Company Stock Options, the Company TBRSUs and the vested Company PBRSUs, which we refer to as the “ employee payment fund .” RIL will cause the Surviving Corporation to pay the employee payment fund to the holders of the Company Stock Options, the Company TBRSUs and the vested Company PBRSUs through the Surviving Corporation’s payroll system at or as soon as reasonably practicable following the Closing (on a scheduled payroll date, if needed to comply with the foregoing timing requirements), subject to any applicable withholding taxes.

As soon as reasonably practicable after the Effective Time, and in any event not later than the fifth business day following the Effective Time, the Surviving Corporation will cause the paying agent to mail to each person who, as of the Effective Time, was the record holder of shares of our common stock, whose shares of our common stock were converted into the right to receive the Merger Consideration pursuant to the Merger Agreement: (i) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented such shares, which we refer to as the “ Certificates ”, will pass, only upon proper delivery of the Certificates to the paying agent) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry, which we refer to as the “ Book-Entry Shares ”, in exchange for the Merger Consideration.

Following surrender to the paying agent of a Certificate (or affidavit of loss in lieu thereof and bond as provided in the Merger Agreement) or Book-Entry Shares, together with such letter of transmittal duly executed, the holder of such Certificate or Book-Entry Shares shall be paid in exchange therefor an amount equal to the product of (i) the number of Shares represented by such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares and (ii) the Merger Consideration, subject to withholding taxes and any adjustments permitted by the Merger Agreement, and such Certificate shall be canceled. No interest will be paid or accrued on the amount payable upon the surrender of the Certificates or Book-Entry Shares. If payment is to be made to a person other than the person in whose name the Certificate surrendered is registered, it will be a condition of payment that the Certificate so surrendered be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. From and after the Effective Time and until surrendered in accordance with the Merger Agreement, each Certificate or Book-Entry Share (as applicable) will represent for all purposes solely the right to receive, in accordance with the terms of the Merger Agreement, an amount equal to the product of (i) the Merger Consideration in cash and (ii) the number of shares of our common stock evidenced by such Certificate or Book-Entry Share (as applicable), without any interest thereon and subject to withholding taxes and any adjustments permitted by the Merger Agreement.

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If any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation or the paying agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the paying agent will deliver, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration with respect to the shares of common stock formerly represented thereby.

Any portion of the payment fund (including the proceeds of any investments thereof) that remains unclaimed by the former shareholders of RSYS for nine months after the Effective Time will be delivered to the Surviving Corporation. Any former shareholders of RSYS who have not complied with the foregoing requirements prior to the end of such nine-month period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) but only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon. None of RIL, RSYS and the Surviving Corporation will be liable to any holder of shares of common stock for any amounts (whether in respect of such shares or otherwise) delivered from the payment fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates have not been surrendered immediately prior to the date that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar law, any unclaimed funds payable with respect to such Certificates or Book-Entry Shares (as applicable) will, to the extent permitted by applicable law, become the property of the Surviving Corporation, and any former holder of shares who has not theretofore complied with the Merger Agreement will thereafter look only to the Surviving Corporation for payment of his, her or its claim for Merger Consideration, without any interest. Other than those charges and expenses identified in the immediately preceding paragraph and any other charges or expenses that are customarily borne by the shareholders, the Surviving Corporation will pay all charges and expenses, including those of the paying agent, in connection with the exchange of shares of common stock for the Merger Consideration.

If your shares are held in “street name” by your broker, bank, or other nominee, you will receive instructions from your broker, bank or other nominee as to how to effect the surrender of your shares held in “street name.”

Withholding

RIL, the Surviving Corporation, RSYS, Merger Sub and the paying agent will be entitled to deduct and withhold from the consideration otherwise payable to any holder of shares of our common stock, Company Stock Options, Company TBRSUs or Company PBRSUs such amounts for taxes that it is required to deduct and withhold with respect to making such payment under all applicable tax laws.

Representations and Warranties

The Merger Agreement contains representations and warranties of RSYS, RIL and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by RSYS are qualified as to “materiality” or “Material Adverse Effect.” For purposes of the Merger Agreement, “Material Adverse Effect” means, with respect to RSYS, any occurrence, change, event, effect or circumstance, which we refer to collectively as “ Events ”, that, individually or when taken together with all other Events, (i) is materially adverse to the business, operations, results of operations or financial condition of RSYS and its subsidiaries, taken as a whole, except to the extent relating to or resulting from: (A) events generally affecting the economy or the financial, debt, credit or securities markets in the United States or elsewhere, including changes in interest or exchange rates; (B) events generally affecting the telecommunications industry in the United States and elsewhere; (C) changes after the date of the Merger Agreement in any law, GAAP, other generally acceptable accounting principles or interpretations of any of the foregoing; (D) any political conditions or developments in general, or resulting from any outbreak or escalation of hostilities, natural disasters, national calamities, acts of God, declared or undeclared acts of war or terrorism; (E) the performance by RSYS of its obligations under the

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Merger Agreement or with the express prior written consent of the RIL; (F) RIL unreasonably withholding, delaying or conditioning its consent with respect to certain covenants in the Merger Agreement; (G) a default or event of default under that certain Loan and Security Agreement, dated as of January 3, 2018, between Marquette Business Credit, LLC and RSYS, which we refer to as the “ Marquette Credit Agreement ,” or that certain Note Purchase Agreement, dated as of January 3, 2018, between HCP-FVG, LLC and RSYS or a reduction in borrowing capacity or availability under either, in any such case only to the extent resulting from either (1) certain scheduled invoices not being paid in full to RSYS or its subsidiaries on or prior to certain specified deadlines or (2) the matters described in Section 8.10(h) of the Disclosure Letter; (H) the announcement, pendency or consummation of the transactions contemplated by the Merger Agreement and any loss of, or adverse change in, the relationship of RSYS or any of its subsidiaries with its employees, customers, distributors, partners or suppliers that is related thereto, including as a result of any action or inaction in compliance with certain covenants in the Merger Agreement; (I) any action on behalf of RSYS’s shareholders and arising from the Merger Agreement or the transactions contemplated by the Merger Agreement; or (J) any changes or failure to meet revenue or earnings projections of RSYS or any decline RSYS’s stock price or trading volume, provided, however, that the underlying causes of such change or failure shall not be excluded by this clause (J) and except in the case of clauses (A), (B), (C) and (D) to the extent (and only to the extent) any such Event disproportionately affects RSYS and its Subsidiaries, taken as a whole, when compared to other persons operating in the telecommunications industry; or (ii) has prevented or materially delayed or impeded or would be reasonably likely to prevent or materially delay or impede the ability of RSYS to perform its obligations under the Merger Agreement or to consummate the Merger and the other transactions contemplated by the Merger Agreement.

In the Merger Agreement, RSYS has made representations and warranties to RIL and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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In the Merger Agreement, RIL and Merger Sub have made customary representations and warranties to RSYS that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. Some of the representations and warranties in the Merger Agreement made by RIL and Merger Sub are qualified as to “Parent Material Adverse Effect,” which, for purposes of the Merger Agreement, means any event, change, circumstance, occurrence, effect or state of facts that materially impairs, prevents or delays RIL’s or Merger Sub’s ability to perform their respective obligations under the Merger Agreement or to consummate the Merger, or any other transactions contemplated by the Merger Agreement. These representations and warranties relate to, among other things:

The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

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Conduct of Business Pending the Merger

RSYS has agreed to certain covenants in the Merger Agreement restricting the conduct of its business between the date of the Merger Agreement and the Effective Time. In general, RSYS has agreed that it will, and will cause its subsidiaries to, (i) conduct its business and operations in the ordinary course of business consistent with past practice, (ii) use commercially reasonable efforts to keep available the services of its current officers and other key employees and preserve the goodwill and current relationships with customers, suppliers and other individuals, corporations, limited liability companies, partnerships, associations, trusts, estates or other entities or organizations, which we refer to as “ persons ”, with which it has business relations and (iii) use commercially reasonable efforts to preserve substantially intact its present business organization.

In addition, without limiting the generality of the foregoing, RSYS has agreed that until the Effective Time, subject to certain exceptions identified in the disclosure letter provided to RIL in connection with the execution of the Merger Agreement or as specifically required by the Merger Agreement or applicable law, that it will not, and will not permit any of its subsidiaries to, without the requisite prior written consent from RIL:

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Other Covenants under the Merger Agreement

Acquisition Proposals

Under the terms of the Merger Agreement, RSYS shall, shall cause each of its subsidiaries to, and shall cause each of its and their respective representatives to immediately cease and cause to be terminated any

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solicitation, knowing encouragement, communications, discussions, or negotiations with any persons (including such person’s representatives) that may be ongoing with respect to an Acquisition Proposal (as defined below) and request that such persons (and such person’s representatives) promptly return or destroy (and confirm destruction of) all confidential information concerning RSYS and its subsidiaries. Under the terms of the Merger Agreement, RSYS and its subsidiaries shall not, nor shall they authorize or knowingly permit their respective representatives to, directly or indirectly:

Any violation of the restrictions, procedures and agreements set forth in the non-solicitation provisions of the Merger Agreement by any representative of RSYS or any of its subsidiaries, whether or not such person is purporting to act on behalf of RSYS or any of its subsidiaries, or otherwise, will be deemed to be a breach of the non-solicitation provisions of the Merger Agreement by RSYS.

Notwithstanding the restrictions described above, the Board of Directors may, directly or indirectly through one or more representatives, at any time prior to obtaining the Requisite Shareholders Approval:

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As described in this proxy statement, “ Acceptable Confidentiality Agreement ” means any confidentiality agreement entered into after the date of the Merger Agreement that contains standstill provisions and provisions restricting disclosure and use that are no less favorable in the aggregate to RSYS than those in the confidentiality agreement, dated March 9, 2018, between RSYS and RIL, provided that any such standstill provisions need not restrict any person from making a confidential proposal to the Board of Directors.

As described in this proxy statement, “ Acquisition Proposal ” means any offer or proposal (other than an offer or proposal by RIL or Merger Sub), whether or not in writing, to engage in an Acquisition Transaction from any person or “group” (as such term is used in Section 13(d) of the Exchange Act).

As described in this proxy statement, “ Acquisition Transaction ” means (i) any transaction or series of related transactions (other than the transactions contemplated by the Merger Agreement) with one or more third parties involving (a) the purchase or other acquisition from RSYS (whether by way of a merger, share exchange, consolidation, business combination or similar transaction) by any person or “group” (as defined in or under Section 13(d) of the Exchange Act), directly or indirectly, of 15 percent or more of the total outstanding shares of RSYS common stock, (b) any tender offer or exchange offer that, if consummated, would result in any person or “group” (as defined in or under Section 13(d) of the Exchange Act) beneficially owning 15 percent or more of the total outstanding shares of RSYS common stock, (c) any merger, consolidation, business combination or similar transaction involving RSYS or any of its subsidiaries, or (d) any sale, acquisition, transfer or disposition of assets (including equity of subsidiaries of RSYS) that constitute 15 percent or more of the consolidated assets of RSYS and its subsidiaries, or (ii) any liquidation or dissolution of RSYS.

As described in this proxy statement, “ Superior Proposal ” means a bona fide, fully financed, written Acquisition Proposal to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination or similar acquisition transaction, (i) assets (including equity of subsidiaries of RSYS) that constitute 50 percent or more of the consolidated assets of RSYS and its subsidiaries or (ii) more than 50 percent of the outstanding shares of RSYS common stock, with respect to which the Board of Directors shall have determined in good faith after consultation with its outside legal and financial advisors that the Acquisition Transaction contemplated by such Acquisition Proposal would be more favorable to the shareholders of RSYS (solely in their capacity as such) from a financial point of view than the Merger, after taking into account the financing aspects of such proposal, the form of consideration (including the trading volume, growth and income prospects and volatility of any consideration in the form of stock), and the likelihood, conditionality and timing of closing of any such Acquisition Proposal, including any changes to the terms of the Merger Agreement proposed in writing by RIL to RSYS in response to such proposal or otherwise.

Change in the Recommendation of RSYS’s Board of Directors

Except as permitted by the Merger Agreement, the Board of Directors has agreed that it will not (i) withhold, fail to include or change the Board Recommendation, (ii) withhold, withdraw, amend, change, qualify or modify in a manner adverse to RIL or Merger Sub, or authorize or publicly propose to withhold, withdraw, amend, change, qualify or modify in a manner adverse to RIL or Merger Sub, the Board Recommendation, (iii) approve, adopt or recommend to the shareholders of RSYS any Acquisition Proposal, or authorize or publicly propose to approve, adopt or recommend to the shareholders of RSYS any Acquisition Proposal, (iv) make any public statement regarding any Acquisition Proposal or tender or exchange offer that fails to include a reaffirmation of the Board Recommendation (other than a “stop, look and listen” communication by the Board of Directors pursuant to Rule 14d-9(f) of the Exchange Act in connection with a tender offer or exchange offer) or (v) at any time after receipt of any Acquisition Proposal, fail to reaffirm the Board Recommendation as promptly as practicable after receipt of any written request to do so by RIL (but in any event within five business days (or if the final outside date is fewer than five business days after RSYS’s receipt of such request, by the close of business on the Business Day immediately preceding the final outside date)). For purposes of this proxy statement, we refer to each of the foregoing clauses (i)-(v) as a “ Recommendation Change .”

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Notwithstanding the foregoing or anything else to the contrary provided in the Merger Agreement, at any time prior to the receipt of the Requisite Shareholder Approval, subject to compliance with certain requirements specified in the Merger Agreement, the Board of Directors may effect a Recommendation Change if, in response to an Acquisition Proposal, the Board of Directors has concluded in good faith after consultation with its outside legal and financial advisors that such Acquisition Proposal constitutes a Superior Proposal and that the failure of the Board of Directors to effect a Recommendation Change would be inconsistent with the directors’ fiduciary obligations under applicable law.

Notwithstanding the foregoing or anything else to the contrary provided in the Merger Agreement, at any time prior to the receipt of the Requisite Shareholder Approval, subject to compliance with the applicable non-solicitation provisions and payment of the termination fee to RIL, RSYS may terminate the Merger Agreement to enter into a definitive, written Company Acquisition Agreement for a Superior Proposal that was not the result of a breach of RSYS’s non-solicitation obligations under the Merger Agreement if the Board of Directors determines in good faith after consultation with its outside legal and financial advisors that the failure to take such action would be inconsistent with the directors’ fiduciary obligations under applicable law.

Prior to taking any action permitted by the Merger Agreement, (i) RSYS must give RIL at least five business days’ prior written notice of its intention to take such action (which notice is required to specify the reasons for any Recommendation Change and the identity and material terms and conditions of such Superior Proposal), (ii) if requested by RIL, RSYS and its representatives are obligated to negotiate in good faith with RIL during such notice period to enable RIL to propose changes to the terms of the Merger Agreement intended to cause such Superior Proposal to no longer constitute a Superior Proposal and (iii) the Board of Directors is required to have considered in good faith after consultation with its outside legal and financial advisors any changes to the Merger Agreement proposed in writing by RIL and determined that such changes would continue to require a Recommendation Change if such changes were to be given effect. Following (or during) such initial five business days’ notice period, in the event there is any amendment to the financial terms or any other material amendment to the Superior Proposal, RSYS will be required again to comply with the applicable requirements of the Merger Agreement, provided that the references to the five business day period will be deemed to be references to a three business day period.

Nothing set forth in the non-solicitation provisions or elsewhere in the Merger Agreement is intended to prohibit the Board of Directors from (i) taking and disclosing to RSYS’s shareholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act or (ii) making any disclosure that the Board of Directors determines to make in good faith after consultation with its outside legal advisors to fulfill its fiduciary duties or satisfy applicable law, provided that no such position or disclosure under the foregoing clauses (i) or (ii) will be deemed to be a Recommendation Change if such position or disclosure is either (y) a “stop, look and listen” communication by the Board of Directors pursuant to Rule 14d-9(f) of the Exchange Act in connection with a tender offer or exchange offer or (z) includes an express reaffirmation of the Board Recommendation.

Board Obligation to Call a Shareholders’ Meeting

RSYS will, as promptly as reasonably practicable following the date of the Merger Agreement, in accordance with customary timing in consultation with RIL, take all action necessary to establish the Record Date for, duly call, give notice of, and, after the mailing of this proxy statement, convene and hold the Special Meeting for the purpose of obtaining the Requisite Shareholder Approval, and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable. Once RSYS has established the Record Date for the Special Meeting, if there is an Acquisition Proposal then pending, then RSYS may not change such Record Date or establish a different Record Date for the Special Meeting without the prior written consent of RIL. Without the prior written consent of RIL, the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement are the only matters (other than matters of procedure and matters required by applicable law to be voted on by RSYS’s shareholders in

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connection with the approval of the Merger Agreement) that RSYS is to propose to be acted on by RSYS’s shareholders at the Special Meeting. Subject to the rights set forth under the Merger Agreement, the Board of Directors will continue to recommend that RSYS’s shareholders vote in favor of the approval of the Merger Agreement, including the Merger, and RSYS is to use its reasonable best efforts to obtain the Requisite Shareholder Approval in order to consummate the Merger.

Access to Information

Subject to the requirements of applicable law, RSYS will (i) give RIL and Merger Sub and their authorized representatives reasonable access (during regular business hours upon reasonable notice) to all employees, plants, offices, warehouses and other facilities and to all books, contracts, commitments and records (including returns) of RSYS and its subsidiaries and instruct RSYS’s and its subsidiaries’ independent public accountants to provide access to their work papers and such other information as RIL or Merger Sub may reasonably request, (ii) permit RIL and Merger Sub to make such inspections as they may reasonably require, (iii) cause its officers and those of its subsidiaries to furnish RIL and Merger Sub with such financial and operating data and other information with respect to the business, properties and personnel of RSYS and its subsidiaries as RIL or Merger Sub may from time to time reasonably request and (iv) reasonably cooperate with RIL and its representatives with respect to communications to, and to organize and facilitate meetings with, certain customers, suppliers and other key business relations of RSYS and the subsidiaries of RSYS (provided that communications and meetings by RIL or its affiliates, on the one hand, with customers of RSYS or any subsidiary of RSYS (other than customers of RIL and its affiliates), and RSYS and its subsidiaries, on the other hand, will be made jointly by RIL and RSYS and in consultation with RSYS and the applicable subsidiary of RSYS). RIL will, and will cause its representatives to, treat any such information in accordance with the confidentiality agreement between RIL and RSYS. In addition, RSYS will provide RIL with information reasonably requested by RIL in connection with determining whether to make any election under Section 338(g) of the Code (or any analogous provisions of state, local or non-U.S. tax law), and RSYS will cooperate in good faith with RIL and provide RIL with commercially reasonable assistance in making any such election. Notwithstanding any provision of the Merger Agreement to the contrary, RSYS will not be obligated to grant any access or make any disclosure in violation of applicable law. The confidentiality agreement between RIL and RSYS will survive any termination of the Merger Agreement

Required Efforts to Consummate the Merger

Subject to the terms and conditions of the Merger Agreement and certain exceptions described below and except with regard to matters related to the antitrust laws and clearances and litigation thereunder, each of the parties to the Merger Agreement will cooperate with the other parties and use (and will cause their respective subsidiaries to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable to cause the conditions to closing of the Merger to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the transactions described in the Merger Agreement, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any governmental entity or third party necessary, proper or advisable to consummate the transactions described in the Merger Agreement, (iii) execute and deliver any additional instruments necessary to consummate the transactions described in the Merger Agreement, and (iv) defend or contest any action, suit, claim, litigation, arbitration, mediation, demand or governmental, administrative or arbitral proceeding brought by a third party that would otherwise prevent or materially delay or impede the consummation of the transactions described in the Merger Agreement.

Notwithstanding any provision of the Merger Agreement to the contrary, in no event will RIL or Merger Sub be required to (i) propose, negotiate, offer to commit or effect, by consent decree, hold separate order or

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otherwise, the sale, divestiture or disposition of such assets or businesses of RIL or RSYS, or their respective subsidiaries, or otherwise offer to take or offer to commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of RIL, RSYS or their respective subsidiaries or (ii) commence any action, suit, claim, litigation, arbitration, mediation, demand or governmental, administrative or arbitral proceeding seeking to contest or resist any of the foregoing requirements that may be sought by any governmental entity. RSYS and its subsidiaries will not, without RIL’s prior written consent, discuss or commit to any extension of any waiting period under any law or to any agreement not to consummate the Merger. If requested by RIL, RSYS will take any action or make any agreement required by any governmental entity under any applicable law, provided that any such action or agreement is conditioned on the consummation of the Merger. RSYS will not take any action or make any agreement required by any governmental entity under any applicable law without the written consent of RIL, in its sole discretion.

Regulatory Filings

Each of RSYS and RIL will (i) make, as promptly as reasonably practicable, all necessary filings and notifications and other submissions with respect to the Merger Agreement and the transactions contemplated by the Merger Agreement under any applicable antitrust laws and (ii) use its reasonable best efforts to obtain such approvals, consents and clearances as may be necessary, proper or advisable to effectuate the Merger under any applicable antitrust laws and to remove any court or regulatory orders under any applicable antitrust laws impeding the ability to consummate the Merger by the initial outside date.

Without limiting the generality of the foregoing, each of the parties to the Merger Agreement will use their respective reasonable best efforts to obtain the CFIUS Approval prior to the initial outside date, including using their respective reasonable best efforts to: (i) as soon as practicable, make the draft filing with CFIUS as contemplated under 31 C.F.R. § 800.401(f) with respect to the transactions contemplated by the Merger Agreement within fifteen (15) business days after the date of the Merger Agreement and engage in the pre-notice consultation process with CFIUS, (ii) following such pre-notice consultation, as soon as practicable after the notification from CFIUS that the draft filing meets the requirements of 31 C.F.R. § 800.402 and is, accordingly, complete, file with CFIUS a voluntary notice as contemplated by 31 C.F.R. § 800.401(a), (iii) promptly and, in all events, consistent with any deadline imposed by CFIUS or pursuant to other applicable law, comply with any request received by it from any governmental entity for any certification, additional information, documents or other materials in respect of such notice or such transactions, and (iv) cooperate with each other party to the Merger Agreement in connection with any such filing and in connection with resolving any investigation or other inquiry of any governmental entity under the DPA with respect to any such filing. For the avoidance of doubt, the exercising of “reasonable best efforts” will in no event require the parties, as a condition to obtaining the CFIUS Approval, to take any action that may limit RIL’s freedom of action with respect to RSYS or to sell, divest or hold separate or take any other action with respect to any assets, businesses, or interests in any assets or businesses of the parties (or to consent to any sale, divestiture or holding separate, or agreement to sell, divest or hold separate by the parties of any of their assets, businesses or interests in any of their assets or businesses).

Directors’ and Officers’ Indemnification and Insurance

RIL and Merger Sub will cause the Surviving Corporation to agree that all rights to exculpation and indemnification for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising out of related to or in connection with the transactions contemplated by this Agreement), now existing in favor of the Indemnified Parties or employees, as the case may be, of RSYS or its subsidiaries as provided in their respective articles of incorporation or bylaws or in any agreement will survive the Merger and continue in full force and effect. During the Post-Closing Indemnification Period, RIL will cause (i) the articles of incorporation and bylaws to contain provisions with respect to indemnification and exculpation of, and advancement of reasonable expenses to, the Indemnified Parties that are at least as favorable as the indemnification, exculpation and advancement of reasonable expenses provisions contained in RSYS’s articles of incorporation and bylaws for the benefit of the persons who are

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officers and directors of RSYS as of the date of the Merger Agreement, and during the Post-Closing Indemnification Period, such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights of the Indemnified Parties thereunder, and (ii) the Surviving Corporation to maintain any indemnification agreements of RSYS and its subsidiaries with any of their respective directors, officers and employees existing as on the date of the Merger Agreement, provided that, in the case of (i) or (ii), in the event that due to dissolution of the Surviving Corporation or divestiture of its assets, RIL shall be obligated to provide the Indemnified Parties with the rights to indemnification and exculpation of, and advancement of reasonable expenses to the Indemnified Parties to the fullest extent the Surviving Corporation would have been obligated to provide such rights pursuant to its articles of incorporation and bylaws (or similar organizational documents) through the Post-Closing Indemnification Period.

For a period of six years after the Effective Time, RIL will cause the Surviving Corporation or its successor to maintain in effect RSYS’s and its subsidiaries’ current directors’ and officers’ liability insurance covering those persons who are currently covered by such directors’ and officers’ liability insurance policy, including RSYS’s and its subsidiaries’ current directors and officers, for acts or omissions occurring prior to the Effective Time on terms comparable to those of such policy in effect on the date of the Merger Agreement, provided that either RIL or RSYS may (i) at their respective elections, obtain a single premium tail policy with respect to such directors’ and officers’ liability insurance with policy limits, terms and conditions at least as favorable to the directors and officers covered under such insurance policy as the limits, terms and conditions in the existing policies of RSYS; or (ii) (a) substitute therefor policies of RIL, from an insurance carrier with the same or better credit rating as RSYS’s current insurance carrier, containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (b) request that RSYS obtain (and, if so requested, RSYS shall obtain) such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time). In connection with the foregoing, neither RSYS nor RIL shall pay a one-time premium (in connection with a single premium tail policy described above) in excess of the amount agreed upon by the parties in connection with the Merger Agreement or be obligated to pay annual premiums (in connection with any other directors and officers insurance policy described above) in excess of the annual premiums agreed upon by the parties in connection with the Merger Agreement. It is understood and agreed that in the event such coverage cannot be obtained for such amount or less, then RSYS shall obtain the maximum amount of coverage as may be obtained for such amount.

Litigation Related to the Merger

RSYS will give RIL (i) the opportunity to participate in the defense or settlement of any litigation against the RSYS and/or its directors relating to the transactions contemplated by the Merger Agreement, and no settlement (except where the amount paid in settlement does not exceed $50,000 individually or, when combined with the settlement of any other such litigation, $100,000 in the aggregate) will be agreed to without RIL’s prior consent, which will not be unreasonably withheld, conditioned or delayed, and (ii) the right to review and comment on all material filings or responses to be made by RSYS in connection with any such litigation (and RSYS will give reasonable consideration to such comments). Each of RIL and RSYS will notify the other promptly (and in any event within 24 hours) of the commencement of any such securityholder litigation of which it has received notice, and shall keep the other reasonably informed regarding any such securityholder litigation.

Employee Benefits

Prior to the Effective Time, except as set forth below, RSYS will, and will cause its subsidiaries to, and, from and after the Effective Time, RIL will, and will cause the Surviving Corporation to, honor, in accordance with their terms, all existing benefit plans maintained by RSYS and its subsidiaries.

For the one year period immediately following the Effective Time, RIL shall provide, or will cause to be provided, to each active employee of RSYS and its subsidiaries, which we refer to as the “ Company Employees ,” (i) base compensation and bonus opportunities that, in each case, are no less favorable than were provided to the

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Company Employee immediately prior to the Effective Time and (ii) other employee benefits (excluding equity grants and bonus opportunities) that are, in the aggregate, no less favorable than the employee benefits that were provided to the Company Employee immediately prior to the Effective Time that were disclosed to RIL and, if necessary, updated in accordance with the Merger Agreement, provided that nothing in this Agreement prohibits RIL or the Surviving Corporation from amending, modifying, or terminating any existing benefit plans maintained by RSYS and its subsidiaries after the Effective Time or from terminating the employment of any Company Employee, subject to compliance with the provisions of any existing employment agreements, including all provisions for payments to be made to employees in the event of termination.

RIL will use its commercially reasonable efforts to ensure that, as of the closing date of the Merger, each Company Employee receives credit for service with RSYS and its subsidiaries (or predecessor employers to the extent RSYS provides such past service credit under the existing benefit plans maintained by RSYS and its subsidiaries) for purposes of eligibility to participate, vesting, vacation entitlement and level of severance benefits under each of the comparable employee benefit plans, programs and policies of RIL, the Surviving Corporation or the relevant subsidiary, as applicable, which we refer to as the “ Parent Plans ,” in which such Company Employee becomes a participant, provided that no such service recognition shall result in any duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, to the extent permitted by applicable law, each Company Employee will be immediately eligible to participate, without any waiting time, in any and all Parent Plans in which such Company Employee becomes entitled to participate to the extent coverage under such Parent Plan is comparable to an existing benefit plans maintained by RSYS and its subsidiaries in which such Company Employee participated immediately before the Effective Time. To the extent permitted by applicable law, as of the closing date of the Merger, RIL will, or will cause the Surviving Corporation or relevant subsidiary to, credit to the Company Employees the amount of vacation time that such employees had accrued under any applicable existing benefit plans maintained by RSYS and its subsidiaries as of the closing date of the Merger. With respect to each health or welfare benefit plan maintained by RIL for the benefit of any Company Employees, the Surviving Corporation or the relevant subsidiary and RIL will use commercially reasonable efforts (i) to cause all pre-existing condition exclusions and actively-at-work requirements of such Parent Plan to be waived for each Company Employee and his or her covered dependents, unless and to the extent the individual, immediately prior to entry in the Parent Plans, was subject to such conditions under the comparable existing benefit plans maintained by RSYS and its subsidiaries, as applicable, and (ii) to cause each Company Employee to be given credit under such plan for all amounts paid by such Company Employee under any similar existing benefit plans maintained by RSYS and its subsidiaries for the plan year that includes the closing date of the Merger for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable plan maintained by RIL, the Surviving Corporation or the relevant subsidiary, as applicable, for the plan year in which the closing date of the Merger occurs.

Other Covenants

The Merger Agreement contains other covenants, including those relating to press releases, matters related to reporting requirements of Section 16(a) of the Exchange Act, RIL approval of the plan of merger, deregistration and stock exchange delisting and repayment of certain indebtedness.

Conditions to the Merger

Each party’s obligation to consummate the Merger is subject to the satisfaction or waiver of the following conditions at or prior to the Effective Time:

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In addition, the obligations of RIL and Merger Sub to effect the Merger are subject to the satisfaction or waiver by RIL of the following conditions:

In addition, RSYS’s obligations to effect the Merger are subject to the satisfaction or waiver by RSYS of the following conditions:

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Termination of the Merger Agreement; Termination Fees

RSYS and RIL may terminate the Merger Agreement at any time prior to the Effective Time by mutual written consent.

In addition, the Merger Agreement may be terminated and the Merger may be abandoned (notwithstanding approval of the Merger Agreement by the Requisite Shareholder Approval) by written notice at any time prior to the Effective Time as follows:

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Termination Fee

Except for a termination fee payable in specified circumstances, or with respect to a prevailing party in an action or suit related to the Merger Agreement, RSYS, on the one hand, and RIL and Merger Sub, on the other hand, are each responsible for all of their own respective costs and expenses incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement, whether or not the Merger is completed.

RSYS must pay to RIL a termination fee of $2.95 million as follows:

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For purposes of this proxy statement, “ Qualifying Acquisition Transaction ” means any Acquisition Transaction involving (A) 50 percent or more of the assets of RSYS and its subsidiaries, taken as a whole; or (B) acquisition by any person (other than RIL or any of its subsidiaries or affiliates) of 50 percent or more of the outstanding shares of RSYS common stock.

Amendment and Waiver

To the extent permitted by applicable law, the Merger Agreement may be amended by RSYS, RIL and Merger Sub, at any time before or after receipt of the Requisite Shareholder Approval but, after receipt of the Requisite Shareholder Approval, no amendment shall be made which decreases the Merger Consideration or which adversely affects the rights of the RSYS’s shareholders hereunder without the approval of the shareholders of RSYS. The Merger Agreement may not be amended, changed, supplemented or otherwise modified except by an instrument in writing signed on behalf of all of the parties.

At any time prior to the Effective Time, each party may (i) extend the time for the performance of any of the obligations or other acts of the other parties to the Merger Agreement, (ii) waive any inaccuracies in the representations and warranties contained in the Merger Agreement by any other applicable party or in any document, certificate or writing delivered pursuant to the Merger Agreement by any other applicable party or (iii) waive compliance by any party with any of the agreements or conditions contained in the Merger Agreement. Any agreement on the part of any party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. For purposes of this provision, RIL and Merger Sub shall be considered one party and RSYS shall be considered a separate party.

Governing Law

The Merger Agreement, and any dispute or controversy arising out of, relating to, or in connection with the Merger Agreement, shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, provided that the Merger and matters related thereto shall, to the extent required by the laws of the State of Oregon, be governed by, and construed in accordance with, the laws of the State of Oregon.

Specific Performance

RIL, Merger Sub and RSYS have agreed that irreparable damage would occur in the event that any of the provisions of the Merger Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that RSYS (on behalf of itself and its shareholders) and RIL shall be entitled to an injunction or injunctions on the terms of the Merger Agreement, including injunction or injunctions, to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively, without posting any bond or other undertaking, in the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware), this being in addition to any other remedy to which they are entitled at law or in equity.

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MARKET PRICES AND DIVIDEND DATA

Our common stock is listed on the Nasdaq Global Select Market under the symbol “RSYS.” As of August 8, 2018, there were 39,617,201 shares of our common stock outstanding, held by approximately 379 shareholders of record. A number of shareholders of RSYS common stock have their shares in “street name”; therefore, RSYS believes that there are substantially more beneficial owners of our common stock. We have never declared or paid any cash dividends on our common stock.

The following table sets forth, for the periods indicated, the highest and lowest sale prices for our common stock, as reported by the Nasdaq Global Select Market Global Select Market:

On June 29, 2018, the date the Merger Agreement was executed, the closing price for our common stock on Nasdaq was $0.70 per share. On August 8, 2018, the latest practicable trading day before the printing of this proxy statement, the closing price for our common stock on Nasdaq was $1.44 per share. You are encouraged to obtain current market quotations for our common stock.

Following the Merger, there will be no further market for our common stock and it will be delisted from Nasdaq and deregistered under the Exchange Act. As a result, following the Merger we will no longer file periodic reports with the SEC.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of August 8, 2018 (or such other date as otherwise indicated in the footnotes below) by (i) each person known by us to be the beneficial owner of more than 5% of our common stock, (ii) each of our directors and nominees for directors, (iii) each Named Executive Officer named in the Summary Compensation Table in our Amendment No. 1 to our Annual Report on Form 10-K/A filed with the SEC on April 26, 2018 and (iv) all of our directors and executive officers as a group. Unless otherwise noted in the footnotes to the table, the persons named in the table have sole voting and investment power with respect to all outstanding shares of common stock shown as beneficially owned by them.

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