Foundry Networks Stockholders Approve Merger With Brocade

SAN JOSE and SANTA CLARA, Calif., Dec. 17 /PRNewswire-FirstCall/ –
Foundry Networks (Nasdaq: FDRY) announced that its stockholders approved the
company’s merger with Brocade(R) (Nasdaq: BRCD) at a special meeting of
stockholders held today. Based on results announced at today’s 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.

Cautionary Statement

This press release contains statements that are forward-looking in nature,
including statements regarding the expected closing and funding of the
acquisition. The risks include, but are not limited to the funds believed to
be available may not be readily available as anticipated; and the difficulty
of integrating the business, operations and employees of the two companies.
Neither Brocade nor Foundry assumes any obligation to update or revise any
such forward-looking statements, whether as the result of new developments or
otherwise.

About Brocade

Brocade is a leading provider of data center networking solutions that
help organizations connect, share, and manage their information in the most
efficient manner. Organizations that use Brocade products and services are
better able to optimize their IT infrastructures and ensure compliant data
management. For more information, visit the Brocade Web site at
http://www.brocade.com or contact the company at info@brocade.com.

About Foundry Networks

Foundry Networks, Inc. is a leading provider of high-performance
enterprise and service provider switching, routing, security and Web traffic
management solutions, including Layer 2/3 LAN switches, Layer 3 Backbone
switches, Layer 4-7 application switches, wireless LAN and access points,
metro routers and core routers. Foundry’s customers include the world’s
premier ISPs, metro service providers, and enterprises, including e-commerce
sites, universities, entertainment, health and wellness, government, financial
and manufacturing companies. For more information about the company and its
products, call 1.888.TURBOLAN or visit http://www.foundrynet.com.

Brocade is a registered trademark and the Brocade B-wing symbol, DCX, and
DCF are trademarks of Brocade Communications Systems, Inc., in the United
States and/or in other countries. All other brands, products, or service names
are or may be trademarks or service marks of, and are used to identify,
products or services of their respective owners.

SOURCE Brocade