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Riverbed Technology, Inc.



AVR Status

Riverbed reported voting approval on March 5, 2015 by 77.57% of outstanding shares for the company's agreement to be acquired by Thoma Bravo, with participation of the Ontario Teachers’ Pension Plan, at a price of $21.00 per share in cash, as presented in a January 20, 2014 Definitive Proxy Statement. Based on its review of suitability, the Forum will offer support of shareholders wishing to consider appraisal rights for realization of the company's intrinsic value.


Forum distribution:

Another forced sale for private realization of intrinsic value


For the referenced company and activist announcements, see


Source: Bloomberg, December 15, 2014 article


Riverbed Technology Agrees to Be Acquired for $3.6 Billion

By Beth Jinks  |  Dec 15, 2014 4:43 PM ET

Riverbed Technology Inc. (RVBD), under pressure all year from activist investor Elliott Management Corp., agreed to be acquired for about $3.6 billion by private-equity firm Thoma Bravo and Canadian pension group Teachers’ Private Capital.

Riverbed stockholders will receive $21 a share in cash, the computer-networking company said in a statement today. That’s 12 percent higher than Riverbed’s Dec. 12 closing price. The company in October said it hired advisers to review strategic alternatives as it cut costs.

The accepted offer matched Elliott’s own $21 bid which the hedge fund made in February, in an effort to force an auction process. Elliott, which acquired about 10 percent of Riverbed shares last year, has been in a tug of war with Chief Executive Officer Jerry Kennelly about selling his company. As part of today’s deal, Kennelly will remain at Riverbed in the same role.

“It has been a tough few years for Riverbed,” Daniel Ives, an analyst at FBR Capital Markets, wrote in a report. “It is nice to see the final chapter in the Elliott activism story closed, although we believe Riverbed could have ultimately seen a higher price in this bidding process if the company had sought out strategic alternatives before execution issues surfaced.”

Ives rates the stock the equivalent of a hold.

Riverbed jumped 8.4 percent to $20.31 today in New York. Through Dec. 12, the shares had gained 5 percent since Jan. 7, before Elliott made its first bid.

“Premium Value”

New York-based Elliott put Riverbed in play when it made an unsolicited $19 bid in January and raised the offer to $21 a share the following month. The activist ratcheted up the pressure Oct. 6 by debuting, which details its research and campaign. Riverbed announced its strategic review three days later.

“We’re delighted with this outcome that gives shareholders immediate, premium value,” Jesse Cohn, Elliott’s activist portfolio manager, said in a statement today.

Earlier this year, Thoma Bravo was one of several buyout firms including Silver Lake Management LLC and KKR & Co. that informally expressed interest in San Francisco-based Riverbed with offers approaching $25 a share, people with knowledge of the process said at the time.

Elliott, founded by Paul Singer in 1977, has pressured technology providers including NetApp Inc., BMC Software Inc., Compuware Corp. and Juniper Networks Inc. to boost shareholder value after taking stakes in the companies.

Teachers’ Private Capital is part of the Ontario Teachers’ Pension Plan.

Qatalyst Partners, Goldman, Sachs Group Inc., and Wilson Sonsini Goodrich & Rosati Professional Corp. advised Riverbed and Kirkland & Ellis advised Thoma Bravo.

To contact the reporter on this story: Beth Jinks in New York at

To contact the editors responsible for this story: Pui-Wing Tam at Jillian Ward, Niamh Ring


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