Elliot Management Says Cash Offer Of $21/Share For Riverbed Still Stands

“Riverbed's announcement today sends a clear message to shareholders: We don't care what you think. Almost four months ago, shareholders clearly and convincingly voted for meaningful change at Riverbed by voting off the only Board member up for re-election and voting against the company's compensation plan. The larger message behind this vote was clear: It was a resounding rejection of Riverbed's refusal to engage with interested buyers and its decision to entrench by adopting a poison pill. Going against every modern principle of shareholder engagement and good corporate governance, Riverbed's Board has decided to ignore the wishes of shareholders on every count. The Board didn't just ignore the larger message to stop entrenching and engage. It even decided to keep the Board member that was voted off, failed to articulate any meaningful changes to the compensation plan, and chose to keep its poison pill. Above all, the Board continues to ignore serious acquisition interest even after the company publicly admitted that it will miss its “10% growth plan” by a wide margin. Elliott has worked collaboratively with numerous boards throughout our 37-year history, but we have never seen a board so completely ignore shareholders in this blatant a fashion. We have tried to engage with this Board, and our cash offer of $21 per share for Riverbed still stands. However, the Board's decision today indicates that these directors are simply not interested in working with shareholders constructively. As one of the company's largest shareholders, we intend to remain fully engaged, and we will continue to work toward a value-maximizing outcome.”