 test
1
Q&A
•
What was announced today?
•
What is the timing?
•
As an OPNET employee, what does this mean for me?
Filed under Rule 425 under the Securities Act of 1933
and deemed filed under Rule 14a-12 of the
Securities Exchange Act of 1934
Filing by:
OPNET Technologies, Inc.
Subject Company:
OPNET Technologies, Inc.
SEC File No.:
000-30931
OPNET Confidential – Not for release to third parties
© 2012 OPNET Technologies, Inc. All rights reserved. OPNET and OPNET product names are
trademarks of OPNET Technologies, Inc. |
 test
2
Q&A
•
Does Riverbed plan to make any headcount reductions at
OPNET?
Will
I
still
have
my
job?
•
What are Riverbed’s plans for the OPNET offices?
•
Will my compensation change?
•
Will my reporting relationships change?
OPNET Confidential – Not for release to third parties
© 2012 OPNET Technologies, Inc. All rights reserved. OPNET and OPNET product names are
trademarks of OPNET Technologies, Inc. |
 test
3
Q&A
•
Can you provide a little background on Riverbed?
•
Why is Riverbed buying OPNET? How does Riverbed
benefit from the acquisition?
•
What does the acquisition bring to OPNET?
OPNET Confidential – Not for release to third parties
© 2012 OPNET Technologies, Inc. All rights reserved. OPNET and OPNET product names are
trademarks of OPNET Technologies, Inc. |
 test
4
Q&A
•
Will my benefits change?
•
Will my payroll dates change?
•
Do I still benefit from my tenure with OPNET?
•
What happens to my unused vacation hours when the
acquisition completes?
•
I work from a home/remote office. What is the Riverbed
policy for remote work?
•
What happens to staff on H1-Bs or waiting for Green
Cards? Will there be any impact on travel?
OPNET Confidential – Not for release to third parties
© 2012 OPNET Technologies, Inc. All rights reserved. OPNET and OPNET product names are
trademarks of OPNET Technologies, Inc. |
 test
5
Q&A
•
Are there any restrictions to buying and selling OPNET or
Riverbed shares?
•
I participate in the OPNET ESPP, how does this affect
me?
OPNET Confidential – Not for release to third parties
© 2012 OPNET Technologies, Inc. All rights reserved. OPNET and OPNET product names are
trademarks of OPNET Technologies, Inc. |
 test
6
Q&A
•
I am on support and the customer is asking about this. What should I
say? •
If an organization is considering a Riverbed Cascade or OPNET product
purchase today, should they wait until the companies are better integrated?
•
Will the features customers have asked for still show up in OPNET products?
•
Will OPNET products be merged with Riverbed Cascade products, and if so,
when?
•
I am in the middle of competing with Cascade in a sales case –
what should I
do?
•
Will OPNET staff be involved in selling non-OPNET products after the merger
is complete?
•
An OPNET partner is asking about this. What should I say?
•
What if my questions are not answered?
OPNET Confidential – Not for release to third parties
© 2012 OPNET Technologies, Inc. All rights reserved. OPNET and OPNET product names are
trademarks of OPNET Technologies, Inc. |
 test
7
The exchange offer for the outstanding common stock of OPNET Technologies, Inc.
(“OPNET”) referred to in this communication has not yet
commenced.
This
announcement
is
neither
an
offer
to
purchase
nor
a
solicitation
of
an
offer
to
sell
shares
of
OPNET.
OPNET
stockholders are urged to read the relevant exchange offer documents when they
become available because they will contain important information
that
stockholders
should
consider
before
making
any
decision
regarding
tendering
their
shares.
At
the
time
the
offer
is
commenced, Riverbed Technology, Inc. (“Riverbed”) will file exchange
offer materials with the U.S. Securities and Exchange Commission and OPNET
will file a Solicitation/Recommendation Statement with respect to the
offer. The exchange offer materials (including a
Prospectus and certain other offer documents) and the Solicitation/Recommendation
Statement will contain important information, which should
be
read
carefully
before
any
decision
is
made
with
respect
to
the
exchange
offer.
The
Prospectus
and
certain
other
offer
documents,
as
well
as
the
Solicitation/Recommendation
Statement,
will
be
made
available
to
all
shareholders
of
OPNET
at
no
expense
to
them.
The
exchange
offer
materials
and
the
Solicitation/Recommendation
Statement
will
be
made
available
for
free
at
the
Securities
and
Exchange
Commission’s
web
site
at
www.sec.gov.
Free
copies
of
the
Offer
to
Purchase,
the
related
Letter
of
Transmittal
and
certain
other
offering
documents
will
be
made
available
by
Riverbed
by
mail
to
Riverbed
Technologies,
Inc.,
199
Fremont
Street,
San
Francisco,
CA
94105,
attention:
Investor
Relations,
and
free
copies
of
the
Solicitation/Recommendation
Statement
will
be
made
available
by
OPNET
by
mail
to
OPNET
Technologies,
Inc.,
7255
Woodmont
Avenue,
Bethesda,
Maryland
20814-7900,
attention:
Investor
Relations.
Additional Information and Where to Find It
Interests of Certain Persons in the Offer and the Merger
Riverbed will be, and certain other persons may be, soliciting OPNET stockholders
to tender their shares into the exchange offer. The directors and executive
officers of Riverbed and the directors and executive officers of OPNET may be deemed to be
participants in Riverbed’s solicitation of OPNET’s stockholders to
tender their shares into the exchange offer. Investors
and
shareholders
may
obtain
more
detailed
information
regarding
the
names,
affiliations
and
interests
of
the
directors
and
officers of Riverbed and OPNET in the exchange offer by reading the Prospectus and
certain other offer documents, as well as the Solicitation/Recommendation
Statement, when they become available. OPNET Confidential – Not for release to third
parties © 2012 OPNET Technologies, Inc. All rights reserved. OPNET
and OPNET product names are trademarks of OPNET Technologies, Inc.
|