On October 23, 2017, Cisco Systems, Inc.
(
Cisco
) announced its entry into a definitive agreement for Cisco to acquire BroadSoft, Inc. (
BroadSoft
). BroadSoft is a leader in cloud calling and contact center solutions.
Under the terms of the agreement, Cisco will pay $55 per share, in cash, in exchange for each share of BroadSoft, or an
aggregate purchase price of approximately $1.9 billion net of cash, assuming fully diluted shares including conversion of debt. The acquisition has been approved by the board of directors of each company.
The acquisition is expected to close during the first quarter of calendar year 2018, subject to customary closing conditions and regulatory
review.
Prior to the completion of the transaction, Cisco and BroadSoft will continue to operate as separate companies. Upon completion
of the transaction, BroadSoft employees will join Ciscos Unified Communications Technology Group led by Vice President and General Manager Tom Puorro, under the Applications Group led by Rowan Trollope.
On October 23, 2017, Cisco and BroadSoft issued a press release relating to the transaction. A copy of the press release is attached
hereto as Exhibit 99.1.
This filing may be deemed to contain forward-looking statements, which are subject to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995, including the expected completion of the acquisition and the time frame in which this will occur, the expected benefits to Cisco and its customers from completing the acquisition, the expected
financial performance of Cisco following completion of the acquisition, and plans regarding BroadSoft personnel. Statements regarding future events are based on the parties current expectations and are necessarily subject to associated risks
related to, among other things, obtaining BroadSofts stockholder and regulatory approval of the acquisition or that other conditions to the closing of the transaction may not be satisfied, the potential impact on the business of BroadSoft due
to the uncertainty about the acquisition, the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement, the outcome of any legal proceedings related to the transaction, general
economic conditions, the retention of employees of BroadSoft and the ability of Cisco to successfully integrate BroadSofts market opportunities, technology, personnel and operations and to achieve expected benefits. Therefore, actual results
may differ materially and adversely from those expressed in any forward-looking statements. For information regarding other related risks, see the Risk Factors section of Ciscos most recent report on Form
10-K
filed with the SEC on September 7, 2017. Cisco undertakes no obligation to revise or update any forward-looking statements for any reason.
Additional Information and Where to Find It
In connection with the proposed acquisition and required stockholder approval, BroadSoft will file with the Securities and Exchange Commission a preliminary
proxy statement and a definitive proxy statement. The proxy statement will be mailed to the stockholders of BroadSoft.
BroadSofts stockholders are urged to read the proxy statement (including all amendments and supplements) and other
relevant materials when they become available because they will contain important information.
Investors may obtain free copies of these documents (when they are available) and other documents filed with the SEC at its website at
http://www.sec.gov
. In addition, investors may obtain free copies of the documents filed with the SEC by BroadSoft by going to BroadSofts Investor Relations page on its corporate website at
http://investors.broadsoft.com
or
by contacting BroadSoft Investor Relations at (561)
404-2130.
BroadSoft and its officers and directors and other
members of management and employees may be deemed to be participants in the solicitation of proxies from BroadSofts stockholders with respect to the acquisition. Information about BroadSofts executive officers and directors is set
forth in the proxy statement for the BroadSoft 2017 Annual Meeting of Stockholders, which was filed with the SEC on March 17, 2017, and BroadSofts other filings with the SEC. Investors may obtain more detailed information regarding the
direct and indirect interests of BroadSoft and its respective executive officers and directors in the acquisition by reading the preliminary and definitive proxy statements regarding the transaction, which will be filed with the SEC.
In addition, Cisco and its officers and directors may be deemed to have participated in the solicitation of proxies from BroadSofts stockholders in
favor of the approval of the transaction. Information concerning Ciscos directors and executive officers is set forth in Ciscos proxy statement for its 2016 Annual Meeting of Shareholders, which was filed with the SEC on
October 24, 2016, annual report on Form
10-K
filed with the SEC on September 7, 2017, Form
8-K
filed with the SEC on September 18, 2017, and Form
8-K
filed with the SEC on March 13, 2017. These documents are available free of charge at the SECs website at
www.sec.gov
or by going to Ciscos Investor Relations website at
http://investor.cisco.com
.