F5 Networks, Inc. (NasdaqGS:FFIV) entered into a definitive agreement to acquire Volterra Inc. for $500 million on January 5, 2021. F5 Networks, Inc. (F5) will acquire all issued and outstanding shares Volterra for approximately $440 million in cash and approximately $60 million in deferred consideration and assumed unvested incentive compensation to founders and employees. F5 will also assume all unvested and outstanding Volterra options, restricted stock units and restricted share awards held by continuing employees of Volterra, with restricted share awards converted into deferred cash awards. All unvested and outstanding Volterra options and restricted stock units held by non-continuing employees of Volterra will be cancelled without consideration. All unvested and outstanding shares of Volterra restricted stock held by non-continuing employees of Volterra will be repurchased by Volterra at the cost such non-continuing employee paid for such share of Volterra restricted stock. At the closing of the transaction, F5 will deposit with an escrow agent $45 million of consideration to fund potential payment obligations of certain former securityholders of Volterra with respect to a post-closing purchase price adjustment and potential post-closing indemnification obligations of certain former securityholders of Volterra, on the terms and conditions set forth in the merger agreement and certain other terms and conditions. The transaction will be financed with balance sheet cash. Upon completion, Volterra will become a wholly-owned subsidiary of F5. Upon closing of the transaction, Ankur Singla, and the Volterra leadership team will join F5 in key management roles. Unless otherwise determined by F5 prior to the effective time, the directors of F5 immediately prior to the effective time shall be the directors of Volterra immediately after the effective time. Volterra will remain located in its current Santa Clara headquarters. The transaction is subject to regulatory approvals, approval of the Volterra shareholders, the requisite shareholder approval shall have been obtained, the escrow agreement shall have been duly executed and delivered by the escrow agent, each of the employment agreements or letters of intent, as applicable, shall have been executed by each of the key employees and shall be in full force and effect and shall not have been revoked, rescinded or otherwise repudiated by such key employee and at least ninety percent (90%) of the other employees who have received a services agreement or an offer of employment or engagement pursuant to the transaction should sign the offer letter and other customary closing conditions including the expiration or termination of the applicable waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended. The Boards of Directors of both F5 and Volterra have approved the transaction. The transaction is expected to close in the first quarter of calendar year 2021. The addition of Volterra accelerates F5’s total revenue growth expectations. As a result, F5 is updating its Horizon 2 (fiscal years 2021 and 2022) total revenue growth CAGR to 7% to 8%, from 6% to 7%, and its long-term revenue growth target to double digits from 8% to 9%. F5 maintained its commitment to deliver operating leverage through the “Rule of 40” and its target to achieving double-digit non-GAAP EPS growth in Horizon 2, and revenue growth of approximately between $623 million to $626 million. Foros acted as financial advisor and Mike Ringler of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to F5. Anthony J. McCusker and Michael S. Russell of Goodwin Procter LLP acted as legal advisor to Volterra.