Brocade (BRCD) and Ruckus Wireless (RKUS) announced that Brocade has entered into a definitive agreement to acquire Ruckus Wireless, in a cash and stock transaction.
The acquisition will complement Brocade's enterprise networking portfolio, adding Ruckus' higher-growth, wireless products to Brocade's market-leading networking solutions. It will also significantly strengthen Brocade's strategic presence in the broader service provider space, with Ruckus' market-leading Wi-Fi position. Brocade expects the transaction to be accretive to its non-GAAP earnings by its first quarter of fiscal 2017. The Ruckus organization 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 April 1, 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. 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 U.S. 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, to close in Brocade's third fiscal quarter of 2016.
