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Exhibit 99.3 |
Brocade to Acquire Ruckus Wireless
Investor Presentation April 4, 2016 BROCADE
© 2016 BROCADE COMMUNICATIONS SYSTEMS, INC. COMPANY PROPRIETARY INFORMATION
Additional Information and Where to Find It
The exchange offer referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for any offer materials that Brocade
Communications Systems, Inc. (“Brocade”) and its acquisition subsidiary will file with the U.S. Securities and Exchange Commission (“SEC”). At the time the exchange offer is commenced, Brocade and its acquisition subsidiary will file a tender offer statement on Schedule TO and may later file amendments thereto, Brocade will file a registration statement on Form S-4 and may later file amendments thereto, and Ruckus will file a Solicitation/Recommendation Statement on Schedule 14D-9 and may later file amendments thereto, in each case, with the SEC with respect to the exchange offer. Brocade and Ruckus may also file other documents with the SEC regarding the transaction. THE EXCHANGE OFFER MATERIALS (INCLUDING AN OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. Ruckus STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF Ruckus SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES. The Offer to Exchange, the related Letter of Transmittal and certain other exchange offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of Ruckus stock at no expense to them. The exchange offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting Brocade’s Investor
Relations department at (408) 333-0233 or at ir@Brocade.com. Additional copies of the Solicitation/Recommendation Statement may be obtained for free by contacting Ruckus’ Investor Relations department at (408) 469-4659 or at ir@ruckuswireless.com.
In addition to the Offer to Exchange, the related Letter of Transmittal and certain other exchange offer documents, as well as the Solicitation/Recommendation Statement, Brocade and Ruckus file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information filed by Brocade and Ruckus at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
Brocade’s and Ruckus’ filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
© 2016 BROCADE COMMUNICATIONS SYSTEMS, INC.
Cautionary Statements and Disclosures
This presentation contains forward-looking statements that involve a number of risks, uncertainties and assumptions that may cause actual results to differ significantly. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to the expected benefits and costs of the proposed transaction; management plans relating to the proposed transaction; the expected timing of the completion of the proposed transaction; statements of the plans, strategies and objectives of Brocade and Ruckus for future operations; statements concerning the expected development, performance, market share or competitive performance relating to products and services of Brocade, Ruckus or the combined company; statements about expected synergies and market opportunities; statements regarding anticipated operational and financial results; statements r egarding the timing and amount of future share repurchases; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include, but are not limited to, the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the proposed transaction, including the condition that a majority of Ruckus’s shares be validly tendered into the exchange offer; the ability to secure regulatory approvals on the terms expected at all or in a timely manner; the failure of Brocade to obtain the financing described herein; the possibility that the expected benefits of the proposed transaction may not materialize as expected; the possibility that, pri or to the completion of the proposed transaction, Ruckus’s business may not perform as expected due to transaction-related uncertainty or other factors; the ability of Brocade to successfully integrate Ruckus’s operations; the ability of Brocade to achieve its plans, forecasts and other expectations with respect to Ruckus’s business after the completion of the proposed transaction and realize expected synergies; business disruptions following the proposed transaction; and other risks described in Brocade’s and Ruckus’s filings with the
SEC, such as their respective Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. The forward-looking statements included in this presentation are made only as of the date hereof, and Brocade and Ruckus expressly assume no obligation to update any such forward-looking statements whether as the result of new developments or otherwise.
In addition, this presentation may include various third-party estimates regarding market share and other measures, which do not necessarily reflect the views of Brocade. Further, Brocade does not guarantee the accuracy or reliability of any such information.
© 2016 BROCADE COMMUNICATIONS SYSTEMS, INC.
Agenda
Prepared comments followed by Q&A
Lloyd Carney Selina Lo Dan Fairfax
CEO CEO CFO Brocade Ruckus Brocade Wireless
© 2016 BROCADE COMMUNICATIONS SYSTEMS, INC. COMPANY PROPRIETARY INFORMATION 4
Summary Overview
Brocade to acquire Ruckus Wireless for approx. $1.5B in cash/stock
– $6.45/share in cash
– 0.75 shares of Brocade for each share of Ruckus
– ~$1.2B net of estimated cash acquired
– $800M added to stock repurchase program to help offset stock issued in conjunction with transaction
Expect to be accretive to non-GAAP earnings and cash flow in FY17
The Ruckus organization will continue to be led by current CEO, Selina Lo, reporting directly into Brocade CEO, Lloyd Carney
Brocade remains committed to long-term shareholder value creation
© 2016 BROCADE COMMUNICATIONS SYSTEMS, INC. COMPANY PROPRIETARY INFORMATION 5
For Digital Transformation, the Network Must Evolve
This requires New IP architectures
Personalized Cloud
IoT
Secure
Network as a Platform for Business Innovation
Fabrics Wireless Edge Virtualization Mobility
Automation Security SDN Analytics
© 2016 BROCADE COMMUNICATIONS SYSTEMS, INC. COMPANY PROPRIETARY INFORMATION 6
Brocade is Building a New Networking Company
To enable businesses to thrive in the Digital Business Era
Software-based
Virtualization Analytics
Switching & & Control Mobile Routing Networking
Wireless Storage vRouter Machine Networking IP Fabrics Learning vEPC vADC
Fabrics Campus SDN Controller NVA MEC WLAN DATA Products AMP Small-cell
Network EDGE CENTER Automation Security
© 2016 BROCADE COMMUNICATIONS SYSTEMS, INC. COMPANY PROPRIETARY INFORMATION 7
A Pure-Play Networking Company for the Digital Business Era Service
#1 Provider
Strong fit and strategic alignment Wi-Fi
– Short-term: complements campus offering
– Long-term: strategic fit with BRCD mobility/5G #1 Storage Area
Networking
Expected to accelerate growth & expand TAM
– WLAN ~11% CAGR*
– In-building wireless ~28% CAGR* # Hospitality
1 Wi-Fi
Expected to be accretive to non-GAAP earnings by fiscal Q1 ’17
#2Data Center Networking
# Enterprise edge
3 networking in
# Wireless
3 the U.S. & EMEA LAN
* WLAN – DELL ORO JAN 2016 5-YEAR FORECAST © 2016 BROCADE COMMUNICATIONS SYSTEMS, INC. COMPANY PROPRIETARY INFORMATION 8 * IN-BLDG. WIRELESS—MARKETS AND MARKETS 5-YEAR GROWTH RATE
Brocade – Investing for the Short, Medium and Long Term
Emerging Business
Emerging Businesses
Lead market disruption and transition to 5G with SDN, NFV, vEPC and mobile edge computing (MEC) along Analytics Security Mobility with neutral-host in-building OpenG™ LTE wireless
Enterprise integrated wired/wireless/cellular solutions
Growth Business
Software Defined Networking (SDN) Network Functions Virtualization (NFV)
NFV SDN • Differentiate through openness • Establish Vyatta as the industry leading
Programmatic control of wired/wireless Virtual Services Platform infrastructure Leverage strength in virtual SmartZone and expand to additional carriers
Core Business
Storage Networking Ethernet/IP Fabric Campus Routing
Fabrics Routing • Maintain FC market share • New opportunity to target • Become a top three • 100G density leadership
Expand Storage Leadership large enterprises and enterprise vendor with Through Analytics Service Providers integrated wired/wireless solutions
© 2016 BROCADE COMMUNICATIONS SYSTEMS, INC. COMPANY PROPRIETARY INFORMATION 9
Ruckus Expected to Significantly Increase
Brocade’s TAM and Accelerate Growth
+
OpenG™ In-bldg. OpenG™ In-bldg. TAM LTE ($?B) LTE ($?B)
+$3B WLAN 2017-2020
Brocade +$3B IP Networking $8B WLAN Significant Expansion
Today $5B WLAN
2016-2020
Ruckus
$39B
$36B Today IP Networking IP Networking
$2B SAN $2B SAN
2015 2020
WLAN – DELL ORO JAN 2016 5-YEAR FORECAST © 2016 BROCADE COMMUNICATIONS SYSTEMS, INC. COMPANY PROPRIETARY INFORMATION 10
Clear, Achievable Cross-Selling Opportunities in Complementary Markets
Synergy Opportunity
Wi-Fi into Federal High Penetration Opportunity
Wi-Fi into Large Enterprise High Penetration Opportunity
Switching/Routing SP/Cable/MSOs Opportunity High Penetration Switching/Routing into Hospitality Opportunity High Penetration
Joint development capitalizing on channel strength and
Neutral Host Indoor OpenG™ LTE
differentiated technology solution to accelerate go-to-market
Cost Synergies Opportunity for both companies to realize cost synergies over time – expected cost synergies not required to achieve anticipated accretion
© 2016 BROCADE COMMUNICATIONS SYSTEMS, INC. COMPANY PROPRIETARY INFORMATION 11
Accelerates Pro Forma Growth as IP Expands (FY15)
Brocade Ruckus Combined
57%
49%
Revenue 27% 36%
SAN IP Services IP Services SAN IP Services
Doubles Brocade’s Revenue Growth Rate on a Pro Forma Basis (FY15)
Brocade + Ruckus = Combined
2% 14% 4%
© 2016 BROCADE COMMUNICATIONS SYSTEMS, INC. COMPANY PROPRIETARY INFORMATION 12
Transaction Details
© 2016 BROCADE COMMUNICATIONS SYSTEMS, INC. COMPANY PROPRIETARY INFORMATION
BROCADE
Transaction Details*
Approximately $1.5 billion of total consideration
Transaction Value
Approximately $1.2 billion, net of estimated cash acquired
Per Share • $6.45 in cash
Consideration • 0.75 shares of Brocade common stock
Share Repurchase • Approx. 75M shares of Brocade common stock issued in transaction
Expect to repurchase an equivalent number of shares within 6 months after close, subject
Overview to the trading price of Brocade’s shares and other business and market conditions
Sources of • ~$660 million of cash via existing balance sheet plus new Term Loan A Financing • ~$817 million of equity consideration
Ample liquidity to operate post close and post repurchase
Exchange offer for all of the outstanding shares of Ruckus
Process
Standard U.S. and international antitrust approvals
Timing • Expect deal to close by end of fiscal Q3, subject to customary closing conditions
* NUMBERS ARE BASED ON ANNOUNCEMENT DATE AND WILL LIKELY
© 2016 BROCADE COMMUNICATIONS SYSTEMS, INC. COMPANY PROPRIETARY INFORMATION 14
MOVE NOMINALLY AT CLOSING
Brocade BOD Increases Stock Repurchase Authorization by $800M
A long history of returning cash to shareholders
Remaining Repurchase Authorization ($M) Capital Returned to Shareholders ($M) $1,676 $411 $366 $800
$876 $240 $211 $163 $130
Prior Today FY11 FY12 FY13 FY14 FY15 FQ1 16
© 2016 BROCADE COMMUNICATIONS SYSTEMS, INC. COMPANY PROPRIETARY INFORMATION 15
Committed to Long-Term Shareholder Value Creation
Expect accretion to non-GAAP Capital Allocation Strategy Earnings and Cash Flow
Company remains committed to
Expect deal to be accretive to dividend strategy non-GAAP earnings by FQ1 ’17
Share repurchase will remain an
Expect deal to be cash flow important tool to return free cash accretive in FY17 flow to shareholders
© 2016 BROCADE COMMUNICATIONS SYSTEMS, INC. COMPANY PROPRIETARY INFORMATION 16
Q&A
© 2016 BROCADE COMMUNICATIONS SYSTEMS, INC. COMPANY PROPRIETARY INFORMATION
BROCADE
Thank you
© 2016 BROCADE COMMUNICATIONS SYSTEMS, INC. COMPANY PROPRIETARY INFORMATION
BROCADE