Releases

posted on 03 April 2008 13:32

CUPERTINO, California, April 1, 2008 -- Packeteer®, Inc. (Nasdaq: PKTR) the global leader in WAN application performance solutions, today announced that its Board of Directors, after a thorough review with the assistance of its financial and legal advisors, unanimously determined that the $5.50 per share unsolicited conditional cash tender offer from Elliott Associates, L.P. ("Elliott"), is contrary to the best interests of the Company's stockholders.

Accordingly, the Board recommends that stockholders reject the Elliott offer and not tender any of their shares to Elliot. The basis for the Board's unanimous decision and recommendation is set forth in the Company's Schedule 14D-9 filed today with the Securities and Exchange Commission.

The Company also announced that the Board had adopted a stockholders rights plan ("Rights Plan") with a one year duration. Under the Rights Plan, stockholders of record at the close of business on April 14, 2008 will receive one share purchase Right for each share of Packeteer, Inc. Common Stock held on that date. If any person or group acquires 15% or more of Packeteer, Inc.'s Common Stock without prior Board approval, there would be a triggering event causing significant dilution in the voting power of such person or group. The Rights Plan, which is similar to the rights plans of many other public companies, will continue in effect until March 31, 2009, unless earlier redeemed or terminated by Packeteer, as provided in the Rights Plan.

The Board also confirmed that it was exploring alternatives to maximize value for stockholders, which may include a business combination with third parties or with Elliott, remaining independent, or other strategic or financial alternatives that could deliver higher stockholder value than the current Elliott tender offer. The Company has received indications of interest from, and conducted discussions with, various third parties both prior to and following announcement of the Elliott tender offer, as further described in the Company's Schedule 14D-9.

Reasons for the Board's Recommendation

In arriving at its decision regarding the Elliott tender offer, the Board of Directors considered numerous factors, including but not limited to the following:

1. The Board has recently commenced a review of the Company's strategic alternatives, and believes that if the Board determines that a sale of the Company or a strategic business combination is in the best interests of the stockholders of the Company, the Company is well-positioned to negotiate a transaction with a value greater than the Elliott tender offer.

2. If the Company's operating plan for fiscal 2008 is achieved, the Board believes that the Company's stand-alone operations will produce significantly greater value for the stockholders than that provided by the Elliott tender offer.

3. The Elliott tender offer does not reflect the synergy value that may be obtained from a strategic combination.

4. The Elliott tender offer is coercive to Packeteer stockholders and creates a liquidity risk for stockholders who do not tender.

5. The Elliott tender offer is highly conditional.

UBS Investment Bank is acting as financial advisor to the Company and DLA Piper US LLP is acting as legal advisor.

In connection with the Elliott tender offer, the Company has filed with the Securities Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"). The Company's stockholders should read carefully the Schedule 14D-9 (including any amendments or supplements thereto) prior to making any decisions with respect to the Elliott tender offer because it contains important information. Free copies of the Schedule 14D-9 and the related amendments or supplements thereto that the Company has filed with the SEC are available at the SEC's website at CUPERTINO, California, April 1, 2008 -- Packeteer®, Inc. (Nasdaq: PKTR) the global leader in WAN application performance solutions, today announced that its Board of Directors, after a thorough review with the assistance of its financial and legal advisors, unanimously determined that the $5.50 per share unsolicited conditional cash tender offer from Elliott Associates, L.P. ("Elliott"), is contrary to the best interests of the Company's stockholders. Accordingly, the Board recommends that stockholders reject the Elliott offer and not tender any of their shares to Elliot. The basis for the Board's unanimous decision and recommendation is set forth in the Company's Schedule 14D-9 filed today with the Securities and Exchange Commission.

The Company also announced that the Board had adopted a stockholders rights plan ("Rights Plan") with a one year duration. Under the Rights Plan, stockholders of record at the close of business on April 14, 2008 will receive one share purchase Right for each share of Packeteer, Inc. Common Stock held on that date. If any person or group acquires 15% or more of Packeteer, Inc.'s Common Stock without prior Board approval, there would be a triggering event causing significant dilution in the voting power of such person or group. The Rights Plan, which is similar to the rights plans of many other public companies, will continue in effect until March 31, 2009, unless earlier redeemed or terminated by Packeteer, as provided in the Rights Plan.

The Board also confirmed that it was exploring alternatives to maximize value for stockholders, which may include a business combination with third parties or with Elliott, remaining independent, or other strategic or financial alternatives that could deliver higher stockholder value than the current Elliott tender offer. The Company has received indications of interest from, and conducted discussions with, various third parties both prior to and following announcement of the Elliott tender offer, as further described in the Company's Schedule 14D-9.

Reasons for the Board's Recommendation

In arriving at its decision regarding the Elliott tender offer, the Board of Directors considered numerous factors, including but not limited to the following:

The Board has recently commenced a review of the Company's strategic alternatives, and believes that if the Board determines that a sale of the Company or a strategic business combination is in the best interests of the stockholders of the Company, the Company is well-positioned to negotiate a transaction with a value greater than the Elliott tender offer.

If the Company's operating plan for fiscal 2008 is achieved, the Board believes that the Company's stand-alone operations will produce significantly greater value for the stockholders than that provided by the Elliott tender offer.

The Elliott tender offer does not reflect the synergy value that may be obtained from a strategic combination.

The Elliott tender offer is coercive to Packeteer stockholders and creates a liquidity risk for stockholders who do not tender.

The Elliott tender offer is highly conditional.

UBS Investment Bank is acting as financial advisor to the Company and DLA Piper US LLP is acting as legal advisor.

In connection with the Elliott tender offer, the Company has filed with the Securities Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"). The Company's stockholders should read carefully the Schedule 14D-9 (including any amendments or supplements thereto) prior to making any decisions with respect to the Elliott tender offer because it contains important information. Free copies of the Schedule 14D-9 and the related amendments or supplements thereto that the Company has filed with the SEC are available at the SEC's website at www.sec.gov.

^{[Formatted by Majid Soltani.]}