Brocade Communications Systems, Inc.


San Diego – January 18, 2017 – Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) (http://www.rgrdlaw.com/cases/brocade/) today announced that a class action has been commenced on behalf of holders of Brocade Communications Systems, Inc. (“Brocade”) (NASDAQ:BRCD) common stock on December 12, 2016, in connection with the acquisition of Brocade by Broadcom Limited and its affiliates (“Broadcom”).  This action was filed in the Northern District of California and is captioned Mathew v. Brocade Communications Systems, Inc., et al., No. 17-cv-00237.

If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from January 2, 2017. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact plaintiff’s counsel, Darren Robbins of Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at djr@rgrdlaw.com.  If you are a member of this class, you can view a copy of the complaint as filed at http://www.rgrdlaw.com/cases/brocade/.  Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.

The complaint charges Brocade, its Board of Directors (the “Board”) and Broadcom with violations of the Securities Exchange Act of 1934 (“1934 Act”) in connection with the acquisition of Brocade by Broadcom (the “Proposed Acquisition”). Brocade’s networking solutions help the world’s leading organizations turn their networks into platforms for business innovation.

On November 2, 2016, Brocade and Broadcom announced that they had entered into a definitive merger agreement (the “Merger Agreement”) under which Brocade will be acquired by Broadcom. Following a vote of Brocade shareholders approving the Proposed Acquisition, under the terms of the Merger Agreement, Brocade stockholders will receive just $12.75 in cash for each share of Brocade common stock held.

The complaint alleges that in an attempt to secure shareholder support for the Proposed Acquisition, on December 6, 2016, defendants issued a materially false and misleading Preliminary Proxy Statement on Schedule 14A, and on December 20, 2016, defendants issued a materially false and misleading Definitive Proxy Statement on Schedule 14A (collectively, the “Proxy”). The Proxy, which recommends that Brocade shareholders vote in favor of the Proposed Acquisition, omits and/or misrepresents material information about the unfair consideration offered in the Proposed Acquisition and the actual intrinsic value of the Company on a standalone basis and as a merger partner for Broadcom, including information regarding critical data and inputs underlying the financial analyses supporting the fairness opinion of Brocade’s financial advisor.

The complaint alleges the omitted or misstated information is material to Brocade shareholders’ ability to assess whether they believe the Company is worth more on a standalone basis than the consideration offered by Broadcom, and thus shareholders cannot make the determination whether to vote for or against the Proposed Acquisition.

Plaintiff seeks injunctive relief on behalf of holders of Brocade common stock on December 12, 2016. The plaintiff is represented by Robbins Geller, which has extensive experience in prosecuting investor class actions including actions involving financial fraud.

Robbins Geller is widely recognized as one of the leading law firms advising U.S. and international institutional investors in securities litigation and portfolio monitoring. With 200 lawyers in 10 offices, Robbins Geller has obtained many of the largest securities class action recoveries in history and was ranked first in both the total amount and number of shareholder class action recoveries in ISS’s SCAS Top 50 Report for the last two years.  Robbins Geller attorneys have shaped the law in the areas of securities litigation and shareholder rights and have recovered tens of billions of dollars on behalf of the Firm’s clients.  Robbins Geller not only secures recoveries for defrauded investors, it also strives to implement corporate governance reforms, helping to improve the financial markets for investors worldwide.  Please visit http://www.rgrdlaw.com/cases/brocade/ for more information.

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