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
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3COM-TIPPINGPOINT MESSAGING
12/13/2004
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Confidential Work Product
3COM-TIPPINGPOINT MESSAGING ARCHITECTURE
SUMMARY:
The acquisition of TippingPoint is another strategic milestone demonstrating
3Com's commitment to the enterprise market. It creates the industry's most
compelling secure, converged voice and data networking solutions portfolio.
The acquisition of TippingPoint enables 3Com to more effectively compete on a
global basis at all levels, especially within large enterprises, with a secure,
end-to-end enterprise-networking solution that delivers customer value, while
profitably growing 3Com's market share and shareholder value.
The combination of 3Com and TippingPoint uniquely assembles all the necessary
ingredients to define and deliver the network of the future. The integration of
best-of-breed security into 3Com's networking infrastructure is critical to
increasing relevance among large enterprise customers, creating opportunities
for them to exercise choice by delivering a superior business solution.
OVERARCHING MESSAGES:
I. WHY MAKE A SECURITY ACQUISITION?
1. Security and networking are converging to better protect an organization's
investment in the network from increasingly sophisticated attacks
originating from inside and outside the four walls
o The network perimeter is dissolving due to remote and wireless access
and e-business requirements, requiring security that goes beyond the
perimeter into the core of the network.
2. Security must operate in real time and integrate into and behave like
networking infrastructure, rather than be added on as an afterthought or be
reliant on notoriously flawed operating systems
3. Best-of-breed, purpose-built security technology is winning over
commoditized, general purpose solutions in large enterprise installations
II. WHY TIPPINGPOINT?
1. TippingPoint offers best-of-breed IPS technology
o TippingPoint is the leading provider of network-based intrusion
prevention systems
o Purpose-built hardware with custom-designed silicon creates the
Threat Suppression Engine, which can perform thousands of checks
on each packet
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flow simultaneously with extreme accuracy and no latency
o Network-based Intrusion Prevention Systems that are designed as
network infrastructure products which exhibit the same
reliability, high availability, throughput, and latency
characteristics of other networking elements. This is combined
with extremely accurate and comprehensive inline attack blocking
protection.
o Digital Vaccine Service delivers new filters on a weekly or even
daily basis to maintain evergreen protection for the latest
vulnerabilities, exploits, viruses and rogue applications
o TippingPoint products have been widely recognized for their
excellent engineering and performance
o First and only company to win the NSS Gold award in IPS
space (The NSS Group is the world's foremost independent
security testing facility)
o Network Protection Product of the Year award from IDG and
Techworld.com
o SC Magazine Best Buy Award
o Enterprise Resource Protection eWeek Excellence Award
o Common Criteria Certification: First IPS to obtain all four
government-validated protection profiles (analyzer, sensor,
scanner and system)
2. Industry's only pure-play IPS vendor
o Unparalleled IPS heritage leveraging expertise in hardware, software,
security and management. TippingPoint is generations ahead of
competition that is in its first generation of the technology
(TippingPoint is 4th generation).
o TippingPoint offers sophisticated, purpose-built hardware-based
network intrusion prevention systems
o Validated by large enterprise customers, government agencies,
service providers and academic institutions
o Scalable to support multi-gigabit performance
o More easily integrates into the fabric of the network and
management console
o Custom silicon substantially ahead of competition. TippingPoint's
solution is tested, proven in real-world situations.
3. Attractive and complementary customer base
o TippingPoint serves Global 2000
o Requiring best-of-breed, most stringent security as downtime is
unacceptable and costly
o Requiring security beyond the perimeter into the core of the
network, making gigabit line speed performance a must
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III. IMMEDIATE BENEFITS FOR TIPPINGPOINT/ 3COM CUSTOMERS AND PARTNERS
1. Benefits for TippingPoint customers and partners
o TippingPoint clients continue to have access to the same best-of-breed
IPS products through the same TippingPoint high-touch sales force and
TippingPoint channel
o Multi-national customers will benefit from 3Com's global service and
support organization
o Acceleration of investment will be spent to support, develop and
maintain leadership position of TippingPoint products
o TippingPoint clients will have access to 3Com's converged voice and
data networking solutions that are optimized to work with TippingPoint
products
o TippingPoint channel will be unchanged and TippingPoint partners will
be confirmed and remain the principal source to sell TippingPoint
products
2. Benefits for 3Com's customers and partners
o 3Com clients will have access to TippingPoint best of breed IPS
products that are optimized to work with 3Com's converged voice and
data networking solutions
o 3Com's channel will receive incentives to sell TippingPoint products
IV. SYNERGIES OF ACQUISITION
1. Financial Synergies
o Generates immediate revenue stream for 3Com
o Further opens doors to large enterprise market
o TippingPoint products and sales force optimized for large
enterprise space
o Leverage 3Com's presence in EMEA and APR to speed up GTM for
TippingPoint and expand TippingPoint's global footprint
o In-line IPS is fastest growing segment of the IDS/IPS market, which is
experiencing explosive growth rate
o $274MM TAM growing at 76% CAGR (5-year), according to Infonetics
Research
o TAM for IPS expands substantially in the future as security IT
budgets are redirected from several areas (AV, Firewall, IDS,
DDos, Bandwidth Management, Host Based Solutions, etc.)
2. Strategic Synergies
o Both companies share strategic vision for the convergence of
networking, VoIP and security
o Ease of use a fundamental component of product development for both
companies
o TippingPoint solutions begin blocking attacks in real time with
600 different filters right out of the box, no configuration
necessary
o Seamless updates provided through Digital Vaccine Service
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o Both companies are committed to application protection, infrastructure
protection and performance protection
3. Operational Synergies
o 3Com's scale of operations significantly improves TippingPoint GTM
capabilities
o Superior engineering, supply chain and sale support resources
drives TippingPoint production costs down
o Greatly expands opportunities for SMB market penetration
o TippingPoint taps 3Com's robust professional services
infrastructure
o Leverages 3Com global brand recognition in networking and
TippingPoint awareness among CSOs
o TippingPoint's high-touch sales force essential in large enterprise
and SP relationships
o 3Com's strong credibility and presence in SMB space
o Fully complementary management team
o TippingPoint's executive management team heads new 3Com security
division
o Highly motivated and will galvanize and champion 3Com's security
vision
4. Technical Synergies
o Both companies understand the potential and significance of emerging
VoIP and wireless markets
o TippingPoint's industry leadership position in securing VoIP is
perfectly complementary to 3Com's IP Telephony portfolio
o Broad set of filters to protect VoIP vulnerabilities already
developed
o Other VoIP security initiatives already underway and well
developed
V. INTEGRATION PATH
1. Today
o Established as a Security Division within 3Com with dedicated R&D and
Sales resources with responsibility IPS security initiatives
o Kip McClanahan, TippingPoint CEO, reports directly to Bruce Claflin,
3Com CEO, as President of 3Com's Security Division
Near term:
2. Initial stages of integration of secure, converged solutions
o Combination of current TippingPoint and 3Com products to deliver
secure converged network infrastructure solutions for target markets
3. Software integration/derivative products
o Opportunity to create first IPS security appliances for SMB market
o Cost effective "enterprise" class IPS product for SMB market
o Integrated management - single platform to provide network and
security management
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Long term goal:
4. Tightly integrated secure infrastructure solutions
o IPS blades and modules for infrastructure solution
INVESTOR NOTICES
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, WITHOUT
LIMITATION, REGARDING: THE CONSUMMATION OF THE PENDING ACQUISITION OF
TIPPINGPOINT BY 3COM; THE EXPECTED BENEFITS AND SYNERGIES OF THE PENDING
ACQUISITION; THE PRODUCTS, PRODUCT DEVELOPMENT, MARKETS, REVENUES AND
STRATEGIES OF THE COMBINED COMPANY; MARKETS AND MARKET GROWTH, PARTICULARLY
IN THE IDS/IPS MARKET; THE TECHNOLOGIES, PRODUCTS, SOLUTIONS, CUSTOMERS,
MANAGEMENT AND STRATEGIES OF THE COMBINED COMPANY; AND THE INTEGRATION PATH
OF THE COMBINED COMPANY. THESE STATEMENTS ARE SUBJECT TO INHERENT RISKS AND
UNCERTAINTIES THAT COULD CAUSE THE ACTUAL RESULTS OF 3COM TO DIFFER
MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS. 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; FLUCTUATIONS IN THE DEMAND FOR THE PRODUCTS OF THE COMBINED COMPANY;
POSSIBLE DEVELOPMENT OR MARKETING DELAYS RELATING TO PRODUCT OFFERINGS OF THE
COMBINED COMPANY; THE INTRODUCTION OF NEW PRODUCTS OR TECHNOLOGIES BY
COMPETITORS; AND TECHNOLOGICAL 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 3COM DOES 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.
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