Foundry Stockholders Approve Merger With Brocade

Foundry Networks announced that its stockholders
approved the company’s merger with Brocade at a
special meeting of stockholders held on December 14, 2009. Based on results announced
at this special meeting of stockholders, a majority of those holding
shares outstanding on November 7, 2008, the record date for the special
meeting, voted in favor of the transaction.

"We are extremely pleased with the outcome of today’s vote," said Bobby
Johnson, President and CEO of Foundry. "On behalf of Foundry’s Board of
Directors and management team, I want to thank our stockholders,
customers and dedicated employees for their support throughout this
process. We look forward to completing the merger and we anticipate a
smooth integration of the two companies."

In accordance with the terms of the merger agreement, at the closing,
each outstanding share of common stock of Foundry will be exchanged for
$16.50 in cash. In addition, as previously announced by Foundry on
December 16, 2008, Foundry completed the sale of its portfolio of
auction rate securities. Based on estimated net proceeds of $38.8
million from the sale, Foundry anticipates that the previously
announced conditional special cash dividend payable to Foundry
stockholders of record immediately prior to the completion of the
merger between Foundry and a wholly owned subsidiary of Brocade
Communications Systems, Inc. will be approximately $0.249 per share of
Foundry common stock. The final dividend amount will be calculated
based on Foundry’s fully diluted share count using the treasury stock
method as of the time of the completion of the merger.

Brocade also announced today that it believes that the net proceeds
from a $1.1 billion term loan facility, which has already been
deposited into a restricted Brocade custody account pending the closing
of the acquisition, combined with the cash on hand at the two
companies, along with a small draw under its revolver credit line, are
sufficient to finance the transaction without the need for any
supplemental financing.

Brocade announced that it expects to close the acquisition on Thursday,
December 18, 2008, subject to the satisfaction of customary terms and
conditions.

.