Riverbed Technology Inc To Acquire OPNET Technologies, Inc.

Riverbed Technology Inc and OPNET Technologies, Inc. announced that Riverbed has entered into a definitive agreement to acquire OPNET for $43 per share in cash and stock, representing an equity value of $1 billion and an enterprise value of $921 million. Under the terms of the agreement between Riverbed and OPNET, Riverbed will acquire all of the outstanding shares of OPNET common stock pursuant to an exchange offer, followed by a second step merger. In the exchange offer and the merger, OPNET stockholders will receive for each OPNET share they own: $36.55 in cash; and 0.2774 of a share of Riverbed common stock. The cash portion of the offer consideration will be financed through Riverbed`s existing cash on hand and new debt. The exchange offer is subject to customary closing conditions, including the tender into the exchange offer by OPNET stockholders of shares representing at least a majority of the outstanding shares of OPNET common stock on a fully diluted basis, receipt of financing and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, as amended, and is expected to close before December 31, 2012.