McData - Brocade (M&A)

McDATA Corp (MCDT)
Brocade Communications (BRCD)
$713mm Stock Merger (Fixed Exchange Ratio)

Summary

Brocade to acquire storage networking company

Fixed exchange stock merger

0.75 BRCD share per MCDT A or B share
Valued at $4.61 per MCDT share
$713mm total

Announced 8.08.06

Closed 1.23.07

Developments

FTC issues a second request 10.03.06

Advisors

Financial

BRCD: Morgan Stanley
MCDT: Credit Suisse

Legal

BRCD: Wilson Sonsini
MCDT: Weil Gotshal

Merger Agreement

Introduction

EDGAR Filing
Hyperlinked Version
Detailed hyperlinked index follows

Article I Merger

1.1 The Merger
1.2 Closing; Effective Time
1.3 Effect of the Merger
1.4 Certificate of Incorporation and Bylaws
1.5 Directors and Officers
1.6 Effect on Capital Stock
1.7 Surrender of Certificates
1.8 No Further Ownership Rights
1.9 Lost, Stolen or Destroyed Certificates
1.10 Tax Consequences
1.11 Further Action

Article II Company Reps

2.1 Organization; Etc
2.2 Capital Structure
2.3 Authority; Non-Contravention; Necessary Consents
2.4 SEC Filings; Financial Statements
2.5 Absence of Certain Changes or Events
2.6 Taxes
2.7 Intellectual Property
2.8 Compliance; Permits; Exports; FCPA
2.9 Litigation
2.10 Brokers and Finders Fees; Fees and Expenses
2.11 Transactions with Affiliates
2.12 Employee Benefit Plans
2.13 Title to Properties
2.14 Environmental Matters
2.15 Contracts
2.16 Insurance
2.17 Disclosure
2.18 Board Approval
2.19 Fairness Opinion
2.20 Rights Plan
2.21 Takeover Statutes

Article III Parent - Merger Sub Reps

3.1 Organization; Etc
3.2 Capital Structure
3.3 Authority; Non-Contravention; Necessary Consents
3.4 SEC Filings; Financial Statements
3.5 Absence of Certain Changes or Events
3.6 Taxes
3.7 Intellectual Property
3.8 Compliance; Permits
3.9 Litigation
3.10 Brokers and Finders Fees
3.11 Employee Benefit Plans
3.12 Environmental Matters
3.13 Material Contracts
3.14 Disclosure
3.15 Board Approval
3.16 Fairness Opinion
3.17 Rights Plan

Article IV Covenants

4.1 Conduct of Business by the Company
4.2 Conduct of Business by Parent

Article V Additional Agreements

5.1 Proxy Statement/Prospectus; Registration Statement
5.2 Meeting of Stockholders; Board Recommendation
5.3 Acquisition Proposals
5.4 Confidentiality; Access to Information; No Modification
5.5 Public Disclosure
5.6 Regulatory Filings; Reasonable Best Efforts
5.7 Notification of Certain Matters
5.8 Third-Party Consents
5.9 Equity Awards and Employee Benefits
5.10 Indemnification
5.11 Form S-8
5.12 Nasdaq Listing
5.13 Company Affiliates; Restrictive Legend
5.14 Treatment as Reorganization
5.15 Company Rights Plan
5.16 Board of Directors
5.17 Section 16 Matters
5.18 Merger Sub Compliance
5.19 Convertible Debt

Article VI Closing Conditions

6.1 Each Party
6.2 Company
6.3 Parent

Article VII Termination, Amendment and Waiver

7.1 Termination
7.2 Notice of Termination; Effect of Termination
7.3 Fees and Expenses
7.4 Amendment
7.5 Extension; Waiver

Article VIII General Provisions

8.1 Non-Survival of Representations and Warranties
8.2 Notices
8.3 Interpretation; Knowledge
8.4 Counterparts
8.5 Entire Agreement; Third-Party Beneficiaries
8.6 Severability
8.7 Other Remedies
8.8 Governing Law; Specific Performance; Jurisdiction
8.9 Rules of Construction
8.10 Assignment
8.11 Waiver of Jury Trial

Other Agreements

Rights plan amendment

Proxy Solicitation

Definitive proxy statement 12.07.06

Table of contents

Shareholder meeting

January 25, 2007

Form S-4 filings

Form S-4 10.03.06

Table of contents

Fairness Opinions

Fairness opinions

Morgan Stanley

Credit Suisse

Deal Protection

No shop covenant

Merger agreement §5.3
Proxy statement summary

Break-up fee

Merger agreement §7.3
Proxy statement summary

Regulatory Approvals

HSR Act

Merger agreement §5.6
Proxy statement summary
FTC issues a second request 10.03.06

Combined company would have 70% share of market
for storage area networking

FCC and State Public Service Commission Regulation

Merger agreement §5.6
Proxy statement summary

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