3Com Announces Intent to Pursue Break-up Fee from Bain Capital

Thu Mar 20, 2008 9:29pm EDT
 
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Contends Bain Capital's Termination of Merger Agreement is Invalid
MARLBOROUGH, Mass.--(Business Wire)--
3Com Corporation (NASDAQ: COMS) today announced that it does not
believe that Bain Capital Partners, LLC's attempt to terminate its
merger agreement with 3Com, which was announced earlier today by an
affiliate of Bain Capital, is valid. 3Com believes that the reasons
cited in Bain Capital's press release are not grounds for termination
of the agreement.

   3Com will continue to fulfill its obligations under the terms of
the existing merger agreement while it pursues the $66 million
termination fee payable under the merger agreement. 3Com intends to
hold its currently scheduled shareholder meeting on Friday, March 21,
2008, at 8 a.m. EDT at the company's headquarters located at 350
Campus Drive, Marlborough, Massachusetts 01752-3064 to enable 3Com
shareholders to vote on the company's existing merger agreement.
Obtaining shareholder approval of the merger agreement is a condition
to seeking the break-up fee payable under the merger agreement.

   3Com acknowledges that Bain Capital did submit non-binding,
confidential proposals to the 3Com Board of Directors, however the
Board determined that such proposals were not in the best interest of
shareholders.

   About 3Com Corporation

   3Com Corporation (NASDAQ: COMS) is a leading provider of secure,
converged voice and data networking solutions for enterprises of all
sizes. 3Com offers a broad line of innovative products backed by world
class sales, service and support, which excel at delivering business
value for its customers. 3Com also includes H3C Technologies Co.,
Limited (H3C), a China-based provider of network infrastructure
products. H3C brings high-performance, cost-effective product
development and a strong footprint in one of the world's most dynamic
markets. Through its TippingPoint division, 3Com is a leading provider
of network-based intrusion prevention systems that deliver in-depth
application protection, infrastructure protection, and performance
protection. For further information, please visit www.3com.com, or the
press site www.3com.com/pressbox.

   Copyright (C) 2008 3Com Corporation. 3Com, the 3Com logo and
TippingPoint are registered trademarks and H3C is a trademark of 3Com
Corporation or its wholly owned subsidiaries. All other company and
product names may be trademarks of their respective holders.

   Safe Harbor

   This release contains forward-looking statements made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995, including forward-looking statements regarding the
scheduled shareholders' meeting, the merger transaction contemplated
by the company's merger agreement with affiliates of Bain Capital
Partners, the company's preservation of rights under the merger
agreement (including the intent to pursue reverse break up fees), and
intent to fulfill existing obligations under the merger agreement.
These statements are neither promises nor guarantees, but involve
risks and uncertainties that could cause actual results to differ
materially from those set forth in the forward-looking statements,
including, without limitation, risks relating to consummating a merger
transaction, risks related to our ability to hold our scheduled
shareholders' meeting, risks relating to our ability to agree on
future alternative deal structures and, risks related to our ability
to pursue and obtain a reverse break-up fee under the merger
agreement; and other risks detailed in our filings with the SEC,
including those discussed in our quarterly report filed with the SEC
on Form 10-Q for the quarter ended November 30, 2007. 3Com Corporation
does not intend, and disclaims any obligation, to update any
forward-looking information contained in this release or with respect
to the announcements described herein.

   Additional Information About the Transaction and Where to Find It

   In connection with the proposed merger, 3Com has filed and mailed
a proxy statement with the Securities and Exchange Commission.
Investors and security holders are advised to read the proxy statement
because it contains important information about 3Com and the proposed
transaction. Investors and security holders may obtain a free copy of
the proxy statement and other documents filed by 3Com at the
Securities and Exchange Commission's Web site at www.sec.gov.
The proxy statement and such other documents may also be obtained for
free from 3Com by directing such request to 3Com Corporation 350
Campus Drive, Marlborough, MA 01752-3064 Attention: Investor
Relations; Telephone: 508-323-1198. Investors and security holders are
urged to read the proxy statement and the other relevant materials
before making any voting or investment decision with respect to the
proposed transaction. 3Com and its directors, executive officers and
other members of its management and employees may be deemed to be
participants in the solicitation of proxies from its shareholders in
connection with the proposed merger. Information concerning the
interests of 3Com's participants in the solicitation is set forth in
3Com's proxy statements and Annual Reports on Form 10-K, previously
filed with the Securities and Exchange Commission, and in the proxy
statement relating to the merger.

3Com Corporation
Media & Investor Relations
John Vincenzo, 508-323-1260
john_vincenzo@3com.com
or
Media Relations
Kevin Flanagan, 508-323-1101
kevin_flanagan@3com.com

Copyright Business Wire 2008

 

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