Extreme Networks Inc. (NasdaqGS:EXTR) (‘Extreme') entered into a definitive agreement to acquire Aerohive Networks Inc. (NYSE:HIVE) (‘Aerohive') for approximately $280 million on June 26, 2019. Extreme will commence a tender offer to acquire all of the outstanding shares of Aerohive's common stock at a price of $4.45 per share in cash. Each option to purchase Aerohive shares held by a continuing employee or service provider of Aerohive will be assumed and converted automatically into an option to purchase shares of common stock of Extreme based on the difference of the $4.45 offer per share and the exercise price. Each award of Aerohive restricted stock units ('RSU') covering shares that is outstanding and unvested and held by a continuing employee or service provider of Aerohive will be assumed by Extreme and converted automatically into an award of restricted stock units covering shares of common stock of Extreme on substantially the same terms and conditions based on the $4.45 per unit price. All other Aerohive option and RSU awards (not held by a continuing employee or service provider of Aerohive) will be cancelled and converted automatically into the right to receive an amount in cash based on the $4.45 offer per share and the exercise price, if applicable. Each performance stock unit and shares issuable under the employee share purchase plan will be converted into cash based on the $4.45 per share offer price. Extreme expects to fund the acquisition from a combination of available cash and committed debt financing. Extreme has entered into a letter dated June 26, 2019 with Bank of Montreal and BMO Capital Markets Corp. providing for a $380 million term loan and a $75 million revolving facility to finance the acquisition. The brand discussions on whether Extreme and Aerohive brands be merged, will begin upon the closing of the transaction. Aerohive may be required to pay a fee of up to $11.4 million in the event of termination of the transaction under certain circumstances.

The acquisition is subject to customary conditions, including the tender of at least a majority of the outstanding shares of Aerohive's common stock and regulatory approvals in Germany and the U.S. (including the expiration or early termination of any applicable waiting period or receipt of required clearance, consent authorization or approval under the HSR Act and the Foreign Antitrust Laws). The acquisition is not subject to a financing condition. The Boards of Directors of both Extreme and Aerohive have unanimously approved the terms of the merger agreement. The Aerohive Board has resolved to recommend that Aerohive's stockholders accept the offer once it is commenced. In connection with the transaction, Extreme has entered into a support agreement whereby David K. Flynn, Frank Marshall, John Gordon Payne, Remo Canessa, Curt Evander Garner III, Conway “Todd” Rulon-Miller and Ingrid Burton have agreed to tender their Aerohive shares in favour of the offer. The acquisition is expected to close during Extreme's first quarter of the fiscal year 2020. On July 5, 2019, Extreme and Aerohive filed a Premerger Notification with the German Federal Cartel Office (FCO). As of July 12, 2019, the tender offer will expire at midnight at the end of the day on August 8, 2019. As of July 12, 2019, Extreme is commencing a cash tender offer to purchase all outstanding shares of common stock of Aerohive Networks, Inc. As of July 16, 2019, early termination of antitrust approval waiting period from Federal Trade Commission was received. On July 29, 2019, German Federal Cartel Office cleared the transaction. Extreme expects the acquisition to be accretive to non-GAAP earnings per share starting in fiscal year 2020. Tad Freese and Mark Bekheit of Latham & Watkins LLP acted as legal advisor to Extreme. Jeff Reisenberg of Evercore Group LLC acted as financial advisor and provided a fairness opinion to Aerohive. Mark Baudler and Robert Ishii from Wilson Sonsini Goodrich & Rosati P.C. acted as legal advisors to Aerohive. MacKenzie Partners, Inc. is acting as information agent and Computershare Inc. is acting as depositary and paying agent in the tender offer.

Extreme Networks Inc. (NasdaqGS:EXTR) completed the acquisition of Aerohive Networks Inc. (NYSE:HIVE) on August 9, 2019. On August 8, 2019, approximately 47.05 million Aerohive were validly transferred and the remaining shares were converted into a right to receive offer per share without interest. As part of acquisition, Extreme Networks Inc. also assumed certain employee equity awards of Aerohive Networks Inc.