3Com Corporation (Nasdaq: COMS) today announced it has signed an agreement to acquire publicly held TippingPoint Technologies, Inc., (Nasdaq: TPTI). TippingPoint is the leading provider of network-based Intrusion Prevention Systems (IPS) that deliver in-depth application protection, infrastructure protection and performance protection for corporate enterprises, government agencies, service providers and academic institutions. With this acquisition, 3Com's customers will now have access to one of the industry's most compelling secure, converged voice and data networking solutions portfolio, leveraging TippingPoint's award-winning IPS solutions. Also, TippingPoint customers will benefit from 3Com's global reach and infrastructure, while continuing to experience TippingPoint's high-touch security expertise.
Under the terms of the agreement, 3Com will pay $47 cash per outstanding share of TippingPoint stock which represents a 13 percent premium over the closing price on Friday December 10, 2004. The total purchase price will be approximately $430 million including acquisition costs and assumed options using the treasury method. The acquisition is subject to various standard closing conditions, including regulatory approval and approval by TippingPoint stockholders, and is expected to close in the 3rd quarter of 3Com's fiscal 2005. Upon approval, TippingPoint will operate as a division of 3Com with TippingPoint CEO, Kip McClanahan, assuming the role of division president, reporting directly to 3Com CEO, Bruce Claflin. TippingPoint is headquartered in Austin, Texas, and employs approximately 125 people.
TippingPoint's in-line, high performance technologies offer network infrastructure, application and performance protection for all IP-based voice and data traffic. The acquisition strengthens 3Com's enterprise-focused product portfolio and further demonstrates its commitment to delivering secure, converged networks. Additionally, TippingPoint's early leadership and expertise in securing and optimizing IP Telephony uniquely complements 3Com's VoIP portfolio.
"TippingPoint's products, solutions and employees are all world class," said Mr. Claflin. "We will provide them access to the 3Com's global resources and infrastructure to expand their ability to deliver best-of-breed security products. The integration of TippingPoint into 3Com enhances our ability to deliver secure, converged networks to the enterprise market."
"Networking and security technologies are merging. As the market embraces the benefits of a converged networking infrastructure, there must be a shift from general purpose to purpose-built security solutions that are tightly integrated, performing at line speed and in real time," said Mr. McClanahan. "Joining our network-based IPS solution with 3Com makes this convergence of networking and security a reality."
TippingPoint products have been widely recognized for their excellent engineering and real-world performance. The world's foremost independent security testing facility, The NSS Group, chose TippingPoint as its exclusive NSS Gold award winner in the IPS market. TippingPoint won the Network Protection Product of the Year award from IDG and Techworld.com and the Enterprise Resource Protection eWeek Excellence Award. TippingPoint IPS was the first to secure Common Criteria Certification in all four government-validated protection profiles (analyzer, sensor, scanner and system).
Market Opportunity and Synergies
The total addressable market for IPS is significant and growing each year. In-line IPS is the fastest growing segment of the Intrusion Detection System /Intrusion Prevention System market, according to Infonetics Research. As businesses continue to realize the true benefits, more and more budget dollars are expected to be pointed towards IPS solutions. 3Com's strength in the small and medium enterprise market along with its global sales and service capabilities will enable TippingPoint's products to reach customers that previously would not have been able to benefit from IPS technology.