8-KMaterial AgreementsExhibits & Filings

CISCO SYSTEMS, INC. 8-K Report, Material Agreement (Mar 21, 2007)

Filed March 21, 2007For Securities:CSCO

Summary

Cisco Systems, Inc. (CSCO) announced its definitive agreement to acquire WebEx Communications, Inc. in a cash tender offer valued at approximately $2.9 billion, net of existing cash. This strategic move, expected to close in Cisco's fourth fiscal quarter of 2007, signifies Cisco's intent to significantly enhance its collaboration and communication offerings by integrating WebEx's leading web conferencing and collaboration platform into its portfolio. The acquisition will be executed via a tender offer for all outstanding WebEx shares, followed by a merger. Cisco will assume outstanding WebEx equity awards, converting them into Cisco stock options, rights, or units based on a specified formula. The transaction is subject to customary closing conditions, including antitrust approvals and a majority tender of WebEx shares.

Key Highlights

  • 1Cisco to acquire WebEx Communications, Inc. for approximately $2.9 billion (enterprise value, net of cash).
  • 2Transaction structured as a cash tender offer for all outstanding WebEx shares, followed by a merger.
  • 3Acquisition expected to close in Cisco's fourth fiscal quarter of 2007.
  • 4Cisco will assume and convert outstanding WebEx equity awards into Cisco securities.
  • 5The acquisition is subject to customary closing conditions, including regulatory approvals (e.g., Hart-Scott-Rodino).
  • 6WebEx CEO Subrah Iyar has agreed to tender his shares, representing approximately 7.4% of outstanding WebEx stock.

Frequently Asked Questions

The acquisition of WebEx is driven by Cisco's strategy to significantly bolster its collaboration and communication product portfolio. WebEx is a market leader in web conferencing and online collaboration, and its integration is expected to enhance Cisco's ability to offer comprehensive solutions in this rapidly growing market.

Cisco will assume outstanding WebEx stock options, stock appreciation rights, and restricted stock units. These will be converted into equivalent Cisco equity awards, with the number of Cisco shares determined by the acquisition price of $57.00 per WebEx share and the average closing price of Cisco's common stock over a five-day trading period prior to the merger's completion.

The acquisition is contingent on several conditions, including the successful completion of a tender offer where Cisco acquires at least a majority of WebEx's outstanding shares (on a fully diluted basis, with certain exclusions). Additionally, customary conditions such as the expiration of the Hart-Scott-Rodino waiting period and other antitrust/merger control approvals, as well as WebEx shareholder approval if required by Delaware law, must be met.

Cisco expects to commence the tender offer promptly after this filing. The overall acquisition, including the subsequent merger, is anticipated to be completed during Cisco's fourth fiscal quarter of 2007.