8-KAcquisitions & DispositionsExhibits & Filings

F5, INC. 8-K Report, Acquisition Completed (Sep 13, 2007)

Filed September 13, 2007For Securities:FFIV

Summary

F5 Networks, Inc. (FFIV) announced the completion of its acquisition of Acopia Networks, Inc. on September 12, 2007. This strategic move involved acquiring Acopia, a company specializing in high-performance, intelligent file virtualization solutions, through a merger with F5's wholly-owned subsidiary, Checkmate Acquisition Corporation. The acquisition was finalized pursuant to an Agreement and Plan of Merger dated August 6, 2007. This transaction represents a significant expansion for F5 into the file virtualization space. The total consideration paid to Acopia's stockholders and option holders was $210 million in cash, adjusted for transaction fees. A portion of this amount, $21 million, has been placed in escrow to cover potential indemnification claims. F5 also assumed Acopia's stock option plan, including outstanding unvested in-the-money options, which will allow holders to purchase F5 common stock upon exercise.

Key Highlights

  • 1F5 Networks successfully completed the acquisition of Acopia Networks, Inc. on September 12, 2007.
  • 2Acopia Networks specializes in high-performance, intelligent file virtualization solutions.
  • 3The acquisition was structured as a merger where Acopia became a wholly-owned subsidiary of F5.
  • 4The total purchase price for Acopia was $210 million in cash, net of transaction fees.
  • 5$21 million of the purchase price is being held in escrow for indemnification purposes.
  • 6F5 Networks assumed Acopia's stock option plan, including outstanding unvested options.

Frequently Asked Questions

The acquisition of Acopia Networks allows F5 to expand its offerings into the high-performance, intelligent file virtualization solutions market, likely aiming to enhance its product portfolio and competitive position.

The total purchase price paid by F5 Networks to Acopia's former stockholders and vested option holders was $210 million in cash, less approximately $2.5 million in transaction fees incurred by Acopia, resulting in a net outflow of roughly $207.5 million.

F5 Networks assumed Acopia's stock option plan. Holders of Acopia's unvested in-the-money stock options will have the right to purchase F5 Networks' common stock upon exercise, effectively converting their Acopia options into F5 options.

F5 Networks will file the required financial statements of Acopia and pro forma financial information related to the acquisition on a subsequent Form 8-K filing, no later than 71 days after this report's filing date.