Pure play networking company being created to stand up to big players in market
Brocade and Ruckus Wireless have announced that Brocade has entered into a definitive agreement to acquire Ruckus Wireless in a cash and stock transaction valued at around $1.2 billion.
The acquisition will complement Brocade’s enterprise networking portfolio, adding Ruckus’ higher-growth, wireless products to Brocade’s networking solutions. It will also significantly strengthen Brocade’s strategic presence in the broader service provider space, with Ruckus’ Wi-Fi position.
Brocade expects the transaction to be accretive to its non-GAAP earnings by its first quarter of fiscal 2017. The Ruckus organisation will be led by current Ruckus CEO, Selina Lo, and report directly to Brocade CEO, Lloyd Carney.
Under the terms of the agreement, Ruckus stockholders will receive $6.45 in cash and 0.75 shares of Brocade common stock for each share of Ruckus common stock. Based on the closing price of Brocade’s stock on 1 April 2016, the transaction values Ruckus at a price of $14.43 per common share, or approximately $1.5 billion, and may fluctuate until close. Net of estimated cash acquired, the transaction value is approximately $1.2 billion. The cash portion of the purchase price will be funded through a combination of cash on hand and new bank term loan financing.
Wireless is a critical access technology and the combination of Brocade and Ruckus creates a new type of pure play networking company, with solutions spanning from the heart of the data centre to the wireless network edge, noted Brocade.
In addition, after close, the acquisition is expected to accelerate cross-selling activities into the respective companies’ partner and customer bases, opening up new revenue opportunities for the combined company across a variety of verticals, including large enterprises, K-12 and higher education, government, hospitality, and service providers.
Further, the acquisition will strengthen Brocade’s ability to pursue emerging market opportunities around 5G mobile services, Internet of Things (IoT), Smart Cities, OpenG technology for in-building wireless, plus LTE and Wi-Fi convergence.
Brocade and Ruckus believe that the integration of Wi-Fi and the use of shared access or lightly licensed spectrum are critical to meeting the ever-growing demand for coverage, capacity, and consistency required for next generation mobile services. These elements are important in Brocade’s strategy to disrupt and enhance the way edge services are created and delivered.
“This strategic combination will position us to expand our addressable market and technology leadership with Ruckus’ fast growing wireless LAN products, and supports our vision to deliver market leading new IP solutions that enable the network to become a platform for innovation,” said Carney. “History shows that focused, pure play companies often innovate faster, are more agile, and deliver better value to their customers. With the rapidly evolving requirements of the digital transformation era, we are positioning ourselves to lead where technology is headed.
“We believe that combining our portfolios will provide significant benefits to our customers and will enable us to accelerate our growth and value creation,” he added.
Commented Lo: “The combination of our two companies will create an exciting new thought leader in networking and significant opportunities for our stakeholders to participate in the combined company’s future growth potential. We operate in adjacent segments of the larger networking market with a number of common customers for our complementary products, and have a successful track record of working together. We are excited for the opportunity to join the Brocade team and to jointly deliver innovative, value-added solutions to our enterprise and service provider customers.”
The acquisition will be conducted by means of an exchange offer for all of the outstanding shares of Ruckus. The completion of the exchange offer is subject to customary conditions, including reviews by US and international antitrust regulators and the tender of a majority of the outstanding shares of Ruckus’ common stock. The companies expect the transaction, which has been approved by both companies’ boards of directors, to close in Brocade’s third fiscal quarter of 2016.
Brocade also announced that its Board of Directors has increased the authorisation to repurchase its common stock under its existing stock repurchase programme by $800 million, bringing the total remaining amount authorised under the programme to approximately $1.7 billion.
This increase is intended to facilitate the repurchase of all shares issued in conjunction with the Ruckus acquisition.