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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant þ
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o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to Section 240.14a-12
3COM CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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FOR IMMEDIATE RELEASE
For more information, contact:
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Media & Investors:
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John Vincenzo
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Kevin Flanagan |
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3Com Corporation
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3Com Corporation |
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508-323-1260
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508-323-1101 |
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john_vincenzo@3com.com
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kevin_flanagan@3com.com |
3COM TO PROCEED WITH SHAREHOLDER MEETING ON MARCH 21, 2008
TO VOTE ON EXISTING MERGER AGREEMENT
WITH BAIN CAPITAL PARTNERS
MARLBOROUGH, MASS. March 19, 2008 3Com Corporation (NASDAQ: COMS) today announced that it
intends to proceed with its currently scheduled shareholder meeting on Friday, March 21, 2008, at 8
a.m. EDT at the companys headquarters located at 350 Campus Drive, Marlborough, Massachusetts
01752-3064, to enable 3Com shareholders to vote on the companys existing merger agreement with
affiliates of Bain Capital Partners, LLC. The sole purpose of the special meeting is to conduct
the shareholder vote. 3Com does not intend to hold a question-and-answer session in conjunction
with the meeting.
The company intends to convene the shareholders meeting in order to fulfill its commitments under
the merger agreement, which include holding a shareholders meeting, and to preserve its rights
under the merger agreement, including its right to pursue a break-up fee under certain
circumstances. The 3Com Board of Directors continues to recommend that 3Com shareholders vote in
favor of the proposal to adopt the merger agreement.
Under the terms of the companys existing merger agreement with affiliates of Bain Capital
Partners, 3Com shareholders would receive $5.30 in cash per share and 3Com would become a private
company, wholly owned by affiliates of Bain Capital Partners. As part of the
merger transaction, affiliates of Huawei Technologies would also acquire a minority interest in
3Com and become a commercial and strategic partner of the company.
3Com and affiliates of Bain Capital and Huawei Technologies made a joint voluntary filing with the
Committee on Foreign Investment in the United States (CFIUS) in connection with the proposed merger
transaction. The parties withdrew their joint filing after they were unable to reach a mitigation
agreement with CFIUS to address concerns raised by CFIUS, and no application has been re-submitted
to date.
Since the withdrawal, 3Com, Bain Capital Partners and Huawei Technologies have been working to
construct alternatives that would address CFIUS concerns. To date, the parties have been unable
to agree upon an alternative transaction that addresses CFIUS concerns and is acceptable to 3Coms
Board of Directors.
While we remain committed to exploring alternatives that would enable us to complete the merger
transaction contemplated by our existing merger agreement, we also remain confident in our
long-term prospects said 3Com President and Chief Executive Officer, Edgar Masri. The company
and our strategy, which attracted Bain Capital to 3Com in the first place, have not changed.
At the time they withdrew their joint application, the parties notified CFIUS that they would not
go forward with the proposed transaction in the form presented to CFIUS, which included a minority
investment by affiliates of Huawei Technologies in 3Com. Accordingly, there can be no assurance
that the parties will be able to close the merger transaction contemplated by the existing merger
agreement, even if the merger agreement is approved by 3Coms shareholders. Additionally, there
can be no assurance that the parties will reach agreement on an alternative transaction that both
addresses concerns raised by CFIUS and is acceptable to 3Com.
About 3Com Corporation
3Com Corporation (NASDAQ: COMS) is a leading provider of secure, converged voice and data
networking solutions for enterprises of all sizes. 3Com offers a broad line of innovative products
backed by world class sales, service and support, which excel at delivering business value for its
customers. 3Com also includes H3C Technologies Co., Limited (H3C), a China-based provider of
network infrastructure products. H3C brings high-performance and cost-effective product
development and a strong footprint in one of the worlds most dynamic markets. Through its
TippingPoint division, 3Com is a leading provider of network-based intrusion prevention
systems that deliver in-depth application protection, infrastructure protection, and performance
protection. For further information, please visit www.3com.com, or the press site
www.3com.com/pressbox.
Safe Harbor
This release contains forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, including forward-looking statements regarding
the scheduled shareholders meeting, the merger transaction contemplated by the companys merger
agreement with affiliates of Bain Capital Partners, the companys preservation of rights under the
merger agreement (including possible reverse break up fees), the exploration of alternatives to
address CFIUS concerns, approvals of alternative transactions and the companys future prospects.
These statements are neither promises nor guarantees, but involve risks and uncertainties that
could cause actual results to differ materially from those set forth in the forward-looking
statements, including, without limitation, risks relating to consummating a merger transaction
(particularly in light of CFIUS failure to approve the existing merger transaction as presented to
CFIUS), risks related to our ability to satisfy CFIUS concerns and obtain approval from CFIUS on
the existing merger agreement or any alternative transaction and our ability to avoid the President
blocking any proposed transaction, risks related to our ability to hold our scheduled shareholders
meeting, risks relating to our ability to agree on future alternative deal structures, risks
related to our ability to pursue and obtain a reverse break-up fee under the merger agreement and
risks related to our ability to profitably grow our company; and other risks detailed in our
filings with the SEC, including those discussed in our quarterly report filed with the SEC on Form
10-Q for the quarter ended November 30, 2007. 3Com Corporation does not intend, and disclaims any
obligation, to update any forward-looking information contained in this release or with respect to
the announcements described herein.
Additional Information About the Transaction and Where to Find It
In connection with the proposed merger, 3Com has filed and mailed a proxy statement with the
Securities and Exchange Commission. Investors and security holders are advised to read the proxy
statement because it contains important information about 3Com and the proposed transaction.
Investors and security holders may obtain a free copy of the proxy statement and other documents
filed by 3Com at the Securities and Exchange Commissions Web site at http://www.sec.gov.
The proxy statement and such other documents may also be obtained for free from 3Com by directing
such request to 3Com Corporation 350 Campus Drive, Marlborough, MA 01752-3064 Attention: Investor
Relations; Telephone: 508-323-1198. Investors and security holders are urged to read the proxy
statement and the other relevant materials before making any voting or investment decision with
respect to the proposed transaction. 3Com and its directors, executive officers and other members
of its management and employees may be deemed to be participants in the solicitation of proxies
from its shareholders in connection with the proposed merger. Information concerning the interests
of 3Coms participants in the solicitation is set forth in 3Coms proxy statements and Annual
Reports on Form 10-K, previously filed with the Securities and Exchange Commission, and in the
proxy statement relating to the merger.
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