PACKETEER INC 3
3 · PACKETEER INC · Filed Apr 30, 2008
Insider Transaction Report
Form 3
PACKETEER INCPKTR
Holdings
- 3,559,117
Common Stock
Footnotes (1)
- [F1]Blue Coat Systems, Inc. ("Blue Coat"), Packeteer, Inc. ("Packeteer") and Cooper Acquisition, Inc., a wholly-owned subsidiary of Blue Coat ("Cooper"), entered into an Agreement and Plan of Merger, dated as of April 20, 2008 (the "Merger Agreement"), pursuant to which Cooper agreed to commence a tender offer (the "Offer") to acquire the outstanding common stock (the "Common Shares") of Packeteer. Upon consummation of the Offer, Cooper will merge with and into Packeteer (the "Merger"). Certain officers and directors of Packeteer (the "Stockholders") entered into a tender and support agreement (the "Tender and Support Agreement"), pursuant to which the Stockholders agreed to tender their Common Shares within ten business days of the commencement of the Offer. Blue Coat has no pecuniary interest in the shares held by the Stockholders. Blue Coat expressly disclaims beneficial ownership of any shares covered by the Tender and Support Agreement and such shares are not reported herein.