Filed by 3Com Corporation
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: TippingPoint Technologies, Inc.
Commission File No.: 001-15715
FOR IMMEDIATE RELEASE
For more information, contact:
Media and Industry Analysts: Investors and Financial Analysts:
Joseph Vukson Ciel Caldwell
3Com Corporation 3Com Corporation
508-323-1228 508-323-1198
joseph_vukson@3Com.com ciel_caldwell@3Com.com
3COM CORPORATION TO ACQUIRE TIPPINGPOINT TECHNOLOGIES, INC.
Leading Intrusion Prevention System Strengthens 3Com's Enterprise Offering and
Enhances Secure, Converged Voice and Data Networking Portfolio
MARLBOROUGH, Mass., December 13, 2004 - 3Com Corporation (Nasdaq: COMS) today
announced it has signed an agreement to acquire publicly held TippingPoint
Technologies, Inc., (Nasdaq: TPTI). TippingPoint is the leading provider of
network-based Intrusion Prevention Systems (IPS) that deliver in-depth
application protection, infrastructure protection and performance protection for
corporate enterprises, government agencies, service providers and academic
institutions. With this acquisition, 3Com's customers will now have access to
one of the industry's most compelling secure, converged voice and data
networking solutions portfolio, leveraging TippingPoint's award-winning IPS
solutions. Also, TippingPoint customers will benefit from 3Com's global reach
and infrastructure, while continuing to experience TippingPoint's high-touch
security expertise.
Under the terms of the agreement, 3Com will pay $47 cash per outstanding
share of TippingPoint stock which represents a 13 percent premium over the
closing price on Friday December 10, 2004. The total purchase price will be
approximately $430 million
including acquisition costs and assumed options using the treasury method. The
acquisition is subject to various standard closing conditions, including
regulatory approval and approval by TippingPoint stockholders, and is expected
to close in the 3rd quarter of 3Com's fiscal 2005. Upon approval, TippingPoint
will operate as a division of 3Com with TippingPoint CEO, Kip McClanahan,
assuming the role of division president, reporting directly to 3Com CEO, Bruce
Claflin. TippingPoint is headquartered in Austin, Texas, and employs
approximately 125 people.
TippingPoint's in-line, high performance technologies offer network
infrastructure, application and performance protection for all IP-based voice
and data traffic. The acquisition strengthens 3Com's enterprise-focused product
portfolio and further demonstrates its commitment to delivering secure,
converged networks. Additionally, TippingPoint's early leadership and expertise
in securing and optimizing IP Telephony uniquely complements 3Com's VoIP
portfolio.
"TippingPoint's products, solutions and employees are all world class,"
said Mr. Claflin. "We will provide them access to the 3Com's global resources
and infrastructure to expand their ability to deliver best-of-breed security
products. The integration of TippingPoint into 3Com enhances our ability to
deliver secure, converged networks to the enterprise market."
"Networking and security technologies are merging. As the market embraces
the benefits of a converged networking infrastructure, there must be a shift
from general purpose to purpose-built security solutions that are tightly
integrated, performing at line speed and in real time," said Mr. McClanahan.
"Joining our network-based IPS solution with 3Com makes this convergence of
networking and security a reality."
TippingPoint products have been widely recognized for their excellent
engineering and real-world performance. The world's foremost independent
security testing facility, The NSS Group, chose TippingPoint as its exclusive
NSS Gold award winner in the IPS market. TippingPoint won the Network Protection
Product of the Year award from IDG
and Techworld.com and the Enterprise Resource Protection eWeek Excellence Award.
TippingPoint IPS was the first to secure Common Criteria Certification in all
four government-validated protection profiles (analyzer, sensor, scanner and
system).
MARKET OPPORTUNITY AND SYNERGIES
The total addressable market for IPS is significant and growing each year.
In-line IPS is the fastest growing segment of the Intrusion Detection System
/Intrusion Prevention System market, according to Infonetics Research. As
businesses continue to realize the true benefits, more and more budget dollars
are expected to be pointed towards IPS solutions. 3Com's strength in the small
and medium enterprise market along with its global sales and service
capabilities will enable TippingPoint's products to reach customers that
previously would not have been able to benefit from IPS technology.
FINANCIAL ANALYST CALL INFORMATION
3Com and TippingPoint will be hosting a joint call for investors and
analysts at 4:30 PM EST today, Monday December 13th. To participate on the call,
U.S. and international parties may dial (913) 905-3238. Alternatively,
interested parties may listen to the live broadcast of the call over the
Internet at 3Com's Investor Relations website (www.3com.com/IR) in the Earnings
Webcast section.
For those unable to participate on the live call, a 24-hour replay will be
available starting at 8:00 PM ET on December 13 by dialing (719) 457-0820,
Confirmation Code: 526865. A replay will also be available over the Internet at
3Com's Investor Relations website (www.3com.com/IR) in the Earnings Webcast
section.
ABOUT TIPPINGPOINT TECHNOLOGIES, INC.
TippingPoint is the leading provider of network-based intrusion prevention
systems that deliver in-depth Application Protection, Infrastructure Protection,
and Performance Protection for corporate enterprises, government agencies,
service providers and academic institutions. Our innovative approach offers
customers unmatched network-based security with unrivaled economics, ultra-high
performance, scalability and reliability. TippingPoint is based in Austin,
Texas, and can be contacted through its Web site at www.TippingPoint.com or by
telephone at 1-88UNITYONE.
ABOUT 3COM CORPORATION
3Com is a leading provider of 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. When customers exercise choice, their choice is 3Com.
For further information, please visit www.3Com.com, or the press site
www.3Com.com/pressbox.
3Com and the 3Com logo are registered trademarks of 3Com Corporation. All other
company and product names may be trademarks of their respective holders.
# # #
THIS PRESS RELEASE INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE
FORWARD-LOOKING STATEMENTS CONTAINED HEREIN INCLUDE STATEMENTS ABOUT (I) THE
CONSUMMATION OF THE PENDING ACQUISITION OF TIPPINGPOINT BY 3COM, THE BENEFITS OF
THE PENDING ACQUISITION AND THE EXPECTED TIMING OF THE CONSUMMATION OF THE
ACQUISITION AND (II) THE ADDRESSABLE MARKET FOR IPS AND EXPECTED GROWTH IN THAT
MARKET. THESE STATEMENTS ARE SUBJECT TO INHERENT RISKS AND UNCERTAINTIES THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED.
SUCH RISKS AND UNCERTAINTIES INCLUDE, AMONG OTHERS, THE FOLLOWING: APPROVAL OF
THE ACQUISITION BY THE STOCKHOLDERS OF TIPPINGPOINT; THE SATISFACTION OF THE
CONDITIONS TO THE CLOSING OF THE ACQUISITION, INCLUDING THE RECEIPT OF
REGULATORY APPROVALS; THE ABILITY TO REALIZE THE ANTICIPATED BENEFITS OR
SYNERGIES OF THE TRANSACTION IN A TIMELY MANNER OR AT ALL; AND TRENDS IN THE
NETWORKING INDUSTRY. ADDITIONAL INFORMATION RELATING TO THE UNCERTAINTY
AFFECTING TIPPINGPOINT'S AND 3COM'S BUSINESSES ARE CONTAINED IN THEIR FILINGS
WITH THE SECURITIES AND EXCHANGE COMMISSION. ANY FORWARD-LOOKING STATEMENT
SPEAKS ONLY AS OF THE DATE ON WHICH SUCH STATEMENT WAS MADE, AND TIPPINGPOINT
AND 3COM DO NOT UNDERTAKE ANY OBLIGATION TO (AND EXPRESSLY DISCLAIMS ANY SUCH
OBLIGATION TO) UPDATE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS OR
CIRCUMSTANCES AFTER THE DATE ON WHICH SUCH STATEMENT WAS MADE, OR TO REFLECT THE
OCCURRENCE OF UNANTICIPATED EVENTS.
ADDITIONAL INFORMATION
In connection with the merger, TippingPoint will be filing a proxy statement and
other relevant documents concerning the transaction with the Securities and
Exchange Commission (SEC). STOCKHOLDERS OF TIPPINGPOINT ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
The proxy statement and other relevant documents may be obtained free of
charge by directing a request to William Murphy at (512) 681-8320. In addition,
documents filed with the SEC by TippingPoint will be available free of charge
at the SEC's web site at HTTP://WWW.SEC.GOV.
Information regarding the identity of the persons who may, under SEC rules, be
deemed to be participants in the solicitation of stockholders of TippingPoint in
connection with the transaction, and their interests in the solicitation, will
be set forth in a proxy statement that will be filed by TippingPoint with the
SEC.