EXTREME NETWORKS, INC. (NASDAQ:EXTR) Files An 8-K Entry into a Material Definitive Agreement

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EXTREME NETWORKS, INC. (NASDAQ:EXTR) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Entry into a Material Definitive Agreement.

On March29, 2017, Extreme Networks, Inc., a Delaware corporation
(the Company), entered into an Asset Purchase Agreement
(the Purchase Agreement) with LSI Corporation, a Delaware
corporation (LSI), and, solely for the purposes set forth
in the Purchase Agreement, Broadcom Corporation, a California
Corporation (Broadcom), to purchase the data center
technology business (theBusiness) of Brocade Communication
Systems, Inc. (Brocade) and its subsidiaries. Upon the
terms and subject to the conditions of the Purchase Agreement,
the Company will acquire customers, employees, technology and
other assets of the Business, as well as assume certain contracts
and other liabilities of the Business, for an upfront cash
closing payment equal to $35million, plus a deferred payment
equal to $20million to be paid $1million per quarter for 20
quarters following the closing date of the transaction
(theClosing, and such date, the Closing Date), plus
quarterly earnout payments equal to 50% of profits of the
Business for the five-year period commencing at the end of the
first full fiscal quarter of the Company following the Closing
Date. to certain ancillary agreements, LSI will also provide the
Company with access to certain technology related to the
Business, as well as transition services for a period of time
following the Closing. The acquisition will include the rights to
have manufactured and sold Brocades current SLX based solutions
product portfolio, which launched earlier this month.

The Closing is subject to the consummation of the merger of
Bobcat Merger Sub, Inc. (Merger Sub), a direct wholly
owned subsidiary of LSI, with and into Brocade, upon the terms
and subject to the conditions set forth in the Agreement and Plan
of Merger, dated as of November2, 2016, by and among Broadcom
Limited, Broadcom, Brocade and Merger Sub (the
Broadcom-Brocade Merger Agreement and such merger, the
Broadcom-Brocade Merger), and the satisfaction of
customary closing conditions, including, among other matters,
(i)the absence of any law or governmental order prohibiting or
preventing the consummation of the transactions contemplated by
the Purchase Agreement, (ii)the receipt of certain needed
governmental approvals and authorizations, (iii)the accuracy of
the representations and warranties and compliance with the
covenants set forth in the Purchase Agreement, each in all
material respects, and (iv)the absence of any material adverse
effect on the Business.

The Purchase Agreement includes customary representations,
warranties and covenants. Certain covenants require each of the
parties to use commercially reasonable efforts to cause the
Closing to be consummated, including with regard to receiving any
required regulatory approvals. Subject to certain exceptions and
limitations, each party has agreed to indemnify the other for
breaches of representations, warranties, covenants and other
specified matters.

The representations and warranties in the Purchase Agreement are
the product of negotiations among the parties to the Purchase
Agreement and are made to, and solely for the benefit of, the
party to whom such representations and warranties are made. Such
representations and warranties may have been made for the purpose
of allocating contractual risk between the parties to the
Purchase Agreement instead of establishing these matters as
facts, may be subject to standards of materiality applicable to
the contracting parties that differ from those applicable to
investors, and may not be relied upon by any other person.

Either party may terminate the Purchase Agreement if (a)the
Closing has not occurred by September29, 2017, subject to certain
exceptions and limitations, or (b)the Broadcom-Brocade Merger
Agreement has been validly terminated in accordance with the
terms thereof. In no event will the Closing Date be prior July1,
2017, unless agreed to by the parties. The Purchase Agreement is
subject to certain other customary provisions permitting
termination by the parties. There is no financing condition to
the Closing.

The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Purchase Agreement, a copy of
which is attached hereto as Exhibit 2.1 and is incorporated by
reference herein.

Forward-Looking Statements

Certain statements in this communication that are not historical
are forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based upon managements current
beliefs and expectations and are subject to uncertainty and
changes in circumstances and contain words such as: believe,
intended, expect, and anticipate and include statements about
expectations for future results. Examples of forward-looking
statements include, among others, statements regarding the
Companys belief that the Broadcom-Brocade Merger will
successfully close and that all other customary closing
conditions necessary for closing the transaction will be
satisfied. Such forward-looking statements are subject to risks,
uncertainties, and other factors, including a downturn in the
economy, the risk that the acquisition may not be completed, the
risk that the Company may not realize the anticipated benefits of
the acquisition, the risk that the Company may not retain
customer relationships and other risks associated with the
transaction, such as the ability to successfully integrate the
acquired technologies or operations, the potential for unexpected
liabilities, the Companys ability to retain key employees, the
inability of the Broadcom-Brocade Merger to successfully close,
or failure to meet other closing terms and conditions for the
transaction, the reaction to the transaction of customers,
employees and counterparties, or difficulties related to the
transition of services, as well as additional risks and
uncertainties contained in the Risk Factors and forward-looking
statements disclosure contained in our most recent Annual

Report on Form 10-K and Quarterly Reports on Form 10-Q, any or
all of which could cause actual results to differ materially from
future results expressed or implied by such forward-looking
statements. Although the Company believe that the assumptions
underlying the forward-looking statements are reasonable, any of
the assumptions could prove to be inaccurate. Therefore, the
Company can give no assurance that the results contemplated in
the forward-looking statements will be realized. The inclusion of
this forward-looking information should not be construed as a
representation by the Company or any person that future events,
plans, or expectations contemplated by the Company will be
achieved. The Company undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new
information or future developments.

Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.

Description of Exhibit

2.1* Asset Purchase Agreement, dated as of March29, 2017, by and
among LSI Corporation, Extreme Networks, Inc. and, solely for
the purposes set forth therein, Broadcom Corporation.
* This filing excludes schedules and exhibits to Item 601(b)(2)
of Regulation S-K, which the registrant agrees to furnish
supplementally to the SEC upon request by the SEC.

to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

EXTREME NETWORKS, INC.
Dated: March29, 2017

/s/ Katy Motiey

Name: Katy Motiey

Title: Executive Vice President, Chief Administrative

Officer Human Resources, General Counsel and

Secretary

EXHIBIT INDEX

Exhibit No.

Description of Exhibit

2.1* Asset Purchase Agreement, dated as of March29, 2017, by and
among LSI Corporation, Extreme Networks, Inc. and, solely for
the purposes set forth therein, Broadcom Corporation.
* This filing excludes schedules and exhibits


About EXTREME NETWORKS, INC. (NASDAQ:EXTR)

Extreme Networks, Inc. is a provider of network infrastructure equipment. The Company markets its products to business, governmental, healthcare, service provider and educational customers with a focus on corporate enterprises and metropolitan service providers on a global basis. The Company operates through the development and marketing of network infrastructure equipment segment. The Company’s products include ExtremeWireless, ExtremeSwitching, ExtremeControl, ExtremeManagement, ExtremeCloud, ExtremeAnalytics and ExtremeSecurity. The Company offers solutions in categories, which includes industry solutions, technology solutions and managed services solutions. The Company operates in three geographical areas: Americas, which includes the United States, Canada, Mexico, Central America and South America; EMEA, which includes Europe, Russia, Middle East and Africa, and APAC, which includes Asia Pacific, South Asia, India, Australia and Japan.

EXTREME NETWORKS, INC. (NASDAQ:EXTR) Recent Trading Information

EXTREME NETWORKS, INC. (NASDAQ:EXTR) closed its last trading session down -0.07 at 6.46 with 658,723 shares trading hands.