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No More on Nasdaq, Riverbed to Be Acquired by Thoma Bravo in $3.6 Billion Deal …

Paid in cash by the private equity investment firm

Riverbed Technology, Inc. has entered into a definitive agreement to be acquired by private equity investment firm Thoma Bravo, LLC and Teachers’ Private Capital, the private investor department of Ontario Teachers’ Pension Plan.

Under the terms of the agreement, Riverbed stockholders will receive $21.00 per share in cash, or a total of approximately $3.6 billion. The agreement was unanimously approved by the board of directors following a review of strategic and financial alternatives that the company announced in October, 2014.

We are extremely pleased with this transaction, which we believe will be a winning proposition for all of our stakeholders,” said Jerry M. Kennelly, chairman and CEO, Riverbed. “Having undertaken a thorough strategic review, during which we assessed a variety of options to maximize value, the board unanimously concluded that partnering with Thoma Bravo was the best choice for Riverbed, as this transaction will provide our stockholders with significant and immediate cash value. Further, Thoma Bravo is a highly regarded private equity firm with deep experience in the technology industry and a 30-year track record of helping companies like ours flourish. With the benefit of Thoma Bravo’s knowledge and insights, combined with the added flexibility we will have as a private company, Riverbed will be able to focus on reaching the next level of growth, which will benefit our employees, customers and partners.”

Riverbed’s strong product portfolio provides unmatched optimization, visibility and control across the hybrid enterprise, which has positioned the company extremely well in a rapidly-changing landscape,” said Orlando Bravo, a managing partner, Thoma Bravo. “We look forward to working with the talented team at Riverbed to strengthen their leadership position and the value they deliver to customers. All of us at Thoma Bravo are excited to help Riverbed reach its potential.”

This investment is the largest in Thoma Bravo’s history, and it marks a continued emphasis on and confidence in companies that deliver mission-critical technologies for an expanding, global customer base,” added Seth Boro, a managing partner, Thoma Bravo. “Riverbed is at the forefront, providing world-class solutions in application performance infrastructure to more than 25,000 customers worldwide, including 97% of the Fortune 100 and Forbes Global 100.”

Riverbed CEO Jerry Kennelly will remain with the company in the same capacity.

The transaction, which is expected to close in the first half of 2015, is subject to approval by Riverbed stockholders, regulatory approvals, including antitrust review in the U.S., Germany and Taiwan, and review and clearance by the Committee on Foreign Investment in the U.S., and other customary closing conditions.

There are no financing conditions associated with the proposed agreement.

Qatalyst Partners and Goldman, Sachs & Co. are serving as financial advisors to Riverbed, and Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal advisor. Kirkland & Ellis LLP is serving as legal advisor to Thoma Bravo.

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