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 © 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 http://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.
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