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Extreme Networks Announces Tender Offer To Repurchase $100 Million of Stock

2008-08-10 23:31:00

Extreme Networks Announces Tender Offer To Repurchase $100 Million of Stock

    SANTA CLARA, Calif., Aug. 11 /EMWNews/ -- Extreme

Networks, Inc. (Nasdaq: EXTR) today announced its intention to commence a

"modified Dutch auction" tender offer to purchase $100 million worth of its

common stock at a price per share not less than $3.30 and not greater than

$3.70. Extreme Networks(R) intends to commence the stock tender offer

today, August 11, 2008, and expects the stock tender offer to expire at

5:00 p.m. New York time on September 12, 2008, unless extended. The maximum

number of shares proposed to be purchased in the stock tender offer

represents approximately 26% percent of Extreme Networks' currently

outstanding common stock. Extreme Networks will fund the offer from

available cash on hand.



    Goldman, Sachs & Co. will serve as dealer manager for the stock tender

offer. MacKenzie Partners, Inc. will serve as information agent and Mellon

Investor Services LLC will serve as the depositary.



    Gordon Stitt, Chairman of the Board of Directors, commented: "The Board

believes that this offer is an opportunity to increase the long-term value

of our stock for our stockholders, while at the same time providing

stockholders who wish to tender some or all of their shares a way to do so

efficiently."



    A "modified Dutch auction" allows stockholders to indicate how many

shares and at what price within Extreme Networks' specified range they wish

to tender. Based on the number of shares tendered and the price specified

by the tendering stockholders, Extreme Networks will determine the lowest

price per share within the range that will enable it to purchase $100

million worth of its shares, or such lesser dollar value of shares as are

properly tendered. At the minimum price of $3.30 per share, Extreme

Networks would purchase a maximum of 30,303,030 shares, while at the

maximum price of $3.70 per share, Extreme Networks would purchase a maximum

of 27,027,027 shares. Extreme Networks will not purchase shares below a

price stipulated by a stockholder, and in some cases, may actually purchase

shares at prices above a stockholder's indication under the terms of the

"modified Dutch auction." The stock tender offer is not contingent upon a

minimum number of shares being tendered but is conditioned on a number of

events as described in the offer to purchase. Specific instructions and a

complete explanation of the terms and conditions of the stock tender offer

are contained in the Offer to Purchase and related materials that will be

mailed to stockholders of record as of August 7, 2008 beginning on August

11, 2008.



    Neither of Extreme Networks' management nor any of its members of the

Board of Directors, executive officers, the dealer manager, the information

agent or the depositary is making any recommendation to stockholders as to

whether to tender or refrain from tendering their shares in the stock

tender offer. Stockholders must decide how many shares they will tender, if

any, and the price within the stated range at which they will tender their

shares. Stockholders should consult their financial and tax advisors in

making this decision.



    This press release is for informational purposes only, and is not an

offer to purchase or the solicitation of an offer to sell any shares of

Extreme Networks stock. The solicitation of offers to purchase shares of

Extreme Networks stock will be made only pursuant to the tender offer

documents, including the Offer to Purchase and the related Letter of

Transmittal that Extreme Networks intends to distribute to holders of its

common stock and file with the Securities and Exchange Commission ("SEC")

today.



    HOLDERS OF COMMON STOCK ARE URGED TO READ THE TENDER OFFER STATEMENT

(INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED TENDER

OFFER DOCUMENTS) WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED

WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ON THE STOCK

TENDER OFFER.



    Holders of common stock will be able to obtain these documents as they

become available free of charge at the SEC's website at http://www.sec.gov, or at

the SEC's public reference room located at 100 F Street, N.E., Washington,

DC 20549. Please call the SEC at 1-800-SEC-0330 for further information

about the public reference room. In addition, holders of common stock may

also request copies of the Tender Offer Statement, the Offer to Purchase,

related Letter of Transmittal and other filed tender offer documents free

of charge by contacting MacKenzie Partners, Inc., the Information Agent, by

telephone at (800) 322-2885 (toll-free), or in writing to MacKenzie

Partners, Inc., 105 Madison Avenue, New York, NY 10016.



    Extreme Networks, Inc.



    Extreme Networks designs, builds, and installs Ethernet infrastructure

solutions that help solve the toughest business communications challenges.

The company's commitment to open networking sets us apart from the

alternatives by delivering meaningful insight and unprecedented control to

applications and services. Extreme Networks believes that openness is the

best foundation for growth, freedom, flexibility and choice. The company is

focused on enterprises and service providers who demand high performance,

converged networks that support voice, video and data over a wired and

wireless infrastructure.



    Extreme Networks is either a registered trademark or trademark of

Extreme Networks, Inc. in the United States and other countries.



    Forward-Looking Statements



    This press release contains forward-looking statements, including,

among others, statements regarding Extreme Networks' proposed stock tender

offer, including the anticipated commencement date of the offer, the

expected number of shares Extreme Networks expects to repurchase in the

offer, the price range within which it will repurchase such shares and the

expected expiration date of the offer. Actual results may differ materially

from those expressed in the forward-looking statements due to a number of

factors, including delays in effecting the tender, a significant decline in

the price of Extreme Networks' common stock, unanticipated cash

requirements and prolonged adverse conditions in the U.S. economy and

Extreme Networks' industry. More information about potential factors that

could affect Extreme Networks is included in our filings with the SEC,

including, without limitation, under the captions: "Management's Discussion

and Analysis of Financial Condition and Results of Operations," and "Risk

Factors."





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Blake Masterson

Freelance Writer, Journalist and Father of 5

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