13/12/2020 Exhibit F

EX-99.F 3 d691370dex99f.htm EXHIBIT F

Exhibit F 2014
March 11,
Valuation Perspectives on Riverbed Offer

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13/12/2020 Exhibit F

Disclaimer
This presentationherein,
has been prepared bynoElliott Management Corporation
the information
Elliott’s Moelis makes representation or warranty as to(“Elliott”) andcompleteness
the accuracy, its financial advisor Moelis & Company
or reasonableness LLC (“Moelis”)
of the information based
herein and on publicly
Moelis available
disclaims any information.
liability with Moelistohas
respect thenot assumed any
information responsibility
herein. In this for independently
presentation, Moelis, verifying
at
assumed,direction,
obligation
hasdirection,
attoElliott’s
update
used certain
it or tofor
projections,
wereany
advise prepared
person
forecasts
based theorbest
that itsonviews
other
have
forward-looking
available
changed. estimatesstatements
and judgments with of
respect to Riverbed
the preparer as to Technology, Inc. (“Riverbed”
the future performance or the “Company”)
of the Company and/or such and/or
otherother parties
parties. Thisinvolved in
presentationthespeaks
transaction from
only as public
of its date sources which
and Moelis Moelis
assumes nohas
This presentation
business decision is solely
based on all informational
other purposes.
information, advice This
and presentation
the is not
recipient’s ownintended
judgment.to provide
This the sole basis
presentation is foranany
not decision
offer to sellon
or any
a transaction
solicitation ofand
an is not a recommendation
indication of interest to with respect
purchase any to any transaction.
security, option, The recipient
commodity, should
future, loan make
or its ownItindependent
currency. is not a
commitment
Moelis provides to underwrite
mergers and any security, to
acquisitions, loan any funds
restructuring or to make any investment. Moelis does not offer tax, accounting or legal advice.
material.
or invest Our
in proprietary
companies interests may conflict with yourand other advisory
interests. Moelis mayservices
fromtotime
clients and its
to time affiliates
have positionsmanage privatetransactions
in or effect investment in partnerships. Its personnel
securities described may
in this make statements
presentation. Moelisormayprovide
have advice
advised,that
mayis contrary to information
seek to advise and may contained in this
in the future advise
C i S Rmentioned
di Fin thisdpresentation
L ki S
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13/12/2020 Exhibit F
or ate a . in
invest Oucompanies
p op eta mentioned
y te ests in ay
thiscopresentation.
ct w t you te ests. oe s ay o t e to t e ave pos t o s o e ect t a sact o s secu t es desc bed t s p ese tat o . oe s ay ave adv sed, ay see to adv se a d ay t e utu e adv se
Cautionary
The Statement
information hereinRegarding Forward-Looking
contains “forward-looking Statements Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may,” “will,”
statements.”
“expects,”
objectives, “believes,”
plans or “anticipates,”
goals “plans,” “estimates,”
are forward-looking. “projects,”
Forward-looking “targets,”
statements “forecasts,”
are based “seeks,” “could,” “should” or theestimates
negativeand
of such terms orregarding
other variations on suchand
terms or comparable terminology. Similarly, statements
it operates.that describe Elliott’s
not guarantees
of actual results and actual results may risks,
of future performance and involve uncertainties,
fromassumptions andonother
current intent,
factors thatbelief,
arethe expectations,
difficult to predict and projections
that could cause actual resultsthe
to Company projections
differ materially. regarding
Accordingly, the industry
you should in upon
not rely whichforward-looking These statements
statements as are
a
[prediction
1] vary materially what is expressed in or indicated by forward-looking statements.

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13/12/2020 Exhibit F

Summary
Based of Elliott’s Transaction Proposal
Buyer –onFunds
PARTIES
publicly available
under information,
management Moelis
of Elliott has conducted
Management valuation
Corporation analyses on Elliott’s current bid of $21.00 per share, which represents a 43% premium over the unaffected share price of Riverbed1
(“Elliott”)
Target –per
$21.00 Riverbed
share inTechnology,
cash, Inc. (“Riverbed”
submitted February or
onRiverbed 25,the “Company”)
2014
$3,594mm
Implies Total
13.5x Enterprise
LTM AdjustedValue for
EBITDA2
Implies
Implies 10.2x 2014E
2014E Adjusted
18.4xPRICE Adjusted EBITDA2,
EPS3, 4 3
PURCHASE
Represents a:i
42 9% d h i 1
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13/12/2020 Exhibit F
U C Sa:
Represents C
42.9% premium
45.2% premium to to 30-day
one dayaverage
share price1
share price1
40.9%
37.6% premium
premium to 60-day
90-day average
tocash average share
share price1
price1
FORM OF
CONSIDERATION100%
NEXT
Source: STEPS Need
Letterspremium for Riverbed
from Elliott to the to provide
Board basic customary
of Directors due diligence
of Riverbed to Elliott
dated prior
01/08/14 andso it can potentially increase its offer
02/25/14
1. Represents
11/07/13 to close price of $14.70 on 10/29/13, or average thereto, which represents the day before Elliott began its significant purchase(s) of RVBD stock. For reference, Elliott filed its 13D on 11/08/13 and Riverbed closed at $15.11 on
2. Adjusted
dated EBITDA excludes stock-based compensation, payroll tax on stock-based compensation, amortization on intangibles, acquisition-related costs, inventory fair value adjustment, deferred revenue adjustment and other expenses as detailed in 8-K
01/30/14
3. Adjusted
4. Based on EPS
Thomson estimates
excludes stock-based compensation, payroll tax on stock-based compensation, amortization on intangibles, acquisition-related costs, inventory fair value adjustment, deferred revenue adjustment, income tax adjustments and other expenses
[as2detailed
] in 8-K dated 01/30/14

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13/12/2020 Exhibit F

Riverbed
SUMMARY Business Update – Application Acceleration
DESCRIPTION
Includes the
Steelhead (WANfollowing products:
optimization)
Granite (branch
Stingray converged
(application infrastructure)
delivery controller)
Whitewater
Growth (cloudaround
concerns storage appliance)
portfolio of products
COMMENTARY
While a leader intoWAN optimization, growth has slowed for Riverbed and the broader market. The Company faces:
Headwinds due
Commoditization evolving protocol technologies
Diffi l i i i risksddi i l k h i Ri b d l d h i ifi h
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13/12/2020 Exhibit F
eadw ds due torisks
Commoditization evo v g p otoco tec o og es
Difficulty
WAN in gainingcontinues
optimization additional
tomarket share given
be influenced by: Riverbed already has significant share
Data
Cloudcenter consolidation
computing
While the ADC
Is a smaller market
contributor is expected
to to grow, Riverbed has a small ADC business with low overall market share. The ADC business:
the top-line
Has experienced
Revenue Analysis recent quarterly flatness
$900
$806
$800 $767
56
8$700
$600
$679 36
$524
$500
$400
731 751
671
$300
524
$200
$100
$0
2010
WAN2011 2012 2013
Optimization Application Delivery Control
30%
28.0%
25%
20%
15%
10% 8.9%
5%
2.8%
0%
2011
WAN2012
Source:
2013
Optimization Growth Rate
Company filings
[3]

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13/12/2020 Exhibit F

Riverbed
SUMMARY Business Update – Performance Management
DESCRIPTION
Products
Vast consist
percentage ofthis
of application-aware
portfolio NPM and
was acquired APM
with solutions
very little connection to thespace
WAN optimization business
OPNET
Riverbed acquisition
entered the(12/12, $994mm)
NPM market provided
its Mazu Riverbed access into the APM
The Company also acquired
COMMENTARY CACEvia
Technologies Networks
(10/10)1acquisition (02/09, $50mm)
Performance
The Company Management is expected to be a major growth driver
has had execution challenges following the transaction for the overall business; however, growth since the OPNET acquisition has slowed considerably
MARKET
Compuware SHARE
T h l i 13% O h CA 11% 43% 2 HP
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13/12/2020 Exhibit F
Compuware S 13% CA
Technologies
APM 9% IBM/Other 11% 43% 2 HP
8% Riverbed
Oracle Dell / Quest OPNET
5% 6%
Source: 5%
Capital IQ,combined
Companywithfilings, WallProtocol
Street research
1. Per 10-K
2. Calculatedfiling,
Based on vendor Global acquisition for value of $27mm paid in cash
3.
4. the revenues
toasremove formafor
proOPNET 2012CY2012
revenue post
as reported in the 2012on10-K, less Riverbed’s 2012 revenue adjusted to exclude OPNET contribution post transaction close on 12/17/12
5. Adjusted
Includes first
$300 full year contribution
of OPNET transaction
financials given close
transaction close12/17/12
on 12/17/12
$250 $169
$200 $251 $238 $219
170 53 251
169 $150
$100 141
$50
67
28 4492011
$0 2012 2013 Performance Management OPNET
2010
35%
29.5%
25% 30%
20%
15%
10%
5%
8.7%
5.5%
0%
2011 2012 2013 Pro Forma Growth Rate Including OPNET
[REVENUE
4] ANALYSIS

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13/12/2020 Exhibit F

Riverbed
1Core Observations
Challenging and Challenges
WAN optimization
Given WAN optimization
Riverbed’s considerable ismarket
marketmarket
a ~$1bn outlook
annual
share, opportunity growing at only a 1% more
CAGR1
Marketoptimization
WAN growth is being
has anegatively affected
significant influencebyfuture
native
on
market
Riverbed’s
share
application gains
and
overall
may
growth
become
simplified
givenremote
that 71%
difficult
access to achieve
protocols,
of Riverbed’s which are impacting
total 2013 the from
revenue was need WAN
for Riverbed and others’ acceleration products
optimization
2 Expensive
Riverbed and complex
overpaid relativeOPNET
to transaction
comparable transactions for OPNET, which has had performance issues post acquisition close
Following the acquisition, overall Company EBIT margins have contracted
3Completion
Status quo
The OPNET
of salesproposition
value force integration
transaction not missed initial
comparable or targets to the transaction price offered
superior
Ri b d d l has bli not delivered sufficient
i f i returnsb to shareholders
f given thel iexpensive price that was paid
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13/12/2020 Exhibit F
3 Status
The quo value
OPNET proposition notnot comparable or superior totothe transactiongiven
price the
offered
Riverbed,
Heavy as atransaction
exposure standalone has
public
to the government
delivered
company, sufficient
vertical,iswith
facing areturns
number
federal budget
shareholders
of near-term
as a concernstructural expensive price that was paid
issues:
Analysts are predicting
With the exception of that the WAN
Performance optimization
Management, market
most new will undergo
products a transition
outside of WAN from hardware to
optimization areconverged
subscale software solutions, which could negatively impact ASPs
Numerous analysts are predicting a stock price decline if Elliott or other interested parties are notDay
allowed
2013the
on opportunity
11/18/13 to pursue a transaction
[1.5Market
] data per Riverbed Vision and Strategy presentation as presented at Riverbed’s Analyst

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13/12/2020 Exhibit F

Relative
Prior Price Performance—LTM
to Elliott’s expression of initialPrior to Elliott
interest in theInvolvement
Company, Riverbed has severely underperformed the NASDAQ by nearly 70% as well as its peer group
140%
134.4%
130%
120%
16.3%
formance 110% Per Return 100%
90% 69.4%
80% Indexed Underperformance
70%
(35 0%)
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13/12/2020 Exhibit F
80%
70%
(35.0%)
60% 2 10/29/12 12/28/12 02/27/13 04/29/13 06/29/13 08/29/13 10/29/13
3Riverbed 10-K Comparables Index NASDAQasComposite Index 2013 10-K
Source: Bloomberg,
1. Performance
Calculated using aComparable companies
“totaltoreturn” calculation found includes
which in Riverbed
2. measured 10/29/13, which represents the dayimpact
beforeofElliott
both stock
beganpricesignificant
CSCOits
performance and dividends
purchase(s)
(-8.9%),ofCPWR
RVBD(+30.5%),
stock
[3.6Indicates
] mean performance of Riverbed’s 10-K peer group: CA (+45.2%), (+36.0%), CTXS FFIV (+2.9%), NTCT (+15.6%) and RDWR (-7.1%)

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13/12/2020 Exhibit F

Share
Weak Price Performance—LTM
guidance and loss sets Prior to Elliott
of key management hasInvolvement
set the stock on a disappointing trajectory
Feb.
24 7,record
2013 –Riverbed
22 35
forecasts
Transaction
revenues
for
Pricenext
@
and hits earnings, but announces weak Jul. 30, 2013 – Riverbed Q1 FY13 guidance and the meets earnings estimates, resignation of its Cofounder but misses on revenue and 30 and CTO, Steve McCanne again guides below
quarter
$21.00
Apr.
20 29, 2013weak
attributed – Riverbed misses 25estimates,
20 earnings, delivering
top-an adjusted EPS of $0.23 against an expected Oct. 28, 2013 – Riverbed $0.24; CEO Jerry M. Kennelly meets Q3 FY13 earnings
government
Share Price business line revenue expectations 18misses
($)
sales to lack of but (in millions)15 16
Volume
10 (in million)
14
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13/12/2020 Exhibit F
Vo u e (
10 o )
14
512 0 1 10/29/12 12/28/12 2/27/13 4/29/13 6/29/13 8/29/13 10/29/13
Significant
Source: Underperformance
Capital IQ, Company Relative to NASDAQ Composite Index of 69%
filings
[1.7Performance
] measured to 10/29/13, which represents the day before Elliott began its significant purchase(s) of RVBD stock

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13/12/2020 Exhibit F

Wall
The Street Analyst
feedback from Observations
the analystEQUITY
community clearly states the current strategic interest from Elliott is supporting Riverbed’s current stock price. In addition, there is analyst support for pursuing a strategic dialogue with Elliott
SUMMARY
Broker OF
Commentary SELECTED RESEARCH
“Elliott
core raised business
WANOP its bid to and
$21/share in cash…We continue to see thisGranite.”
as a fair deal for investors considering the flat trajectory of the
February
“The Rod Hall,
highlight of the25, CFAunproven
quarter 2014
was
results in opportunities
Riverbed’s Performance
like
Management business,
levels
believefrom
muchtheoftime of the OPNET
Riverbed’s acquisition.
valuation…is Whileoff
still driven weofwere encouraged
acquisition to see which
prospects...”notablegrew 22% on
progress sequentially and returned
the integration to sales
of OPNET, we
February
“While we Erik Suppiger 3, 2014
d understand
i h that
h other
l parties
i have
ld indicated
d interest
i ll inb acquiring
$20 BRiverbed
f Elli we
’ don’t
i l view the hCompany k as a strategic
di
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13/12/2020 Exhibit F
eb ua ywe understand
While Supp ge that 3, other
0 parties haveexpand
indicated interestabove
in acquiring Riverbed, we don t view thetheCompany as atrading
strategic
asset
~$15 and question
or about why
revs.the
2.2xRuykhaver,Wevaluation would
see downside risk materially
if Elliott does more $20. Before
not continue to pursueElliott’s involvement,
an acquisition stock
of Riverbed andwas at
the valuation
Jonathan
“Riverbed’s January
stock, in our view,31, 2014 CFA
reflects becomes
potential for a driven
slight up by
bidreflect
fromnear-term
Elliott fundamentals.”
vs. the underlying fundamentals (the stockseemove
from $13-14
skewed to levels pre-Elliott
the downside—if Elliott were to withdraw their interest or if RVBD fails to execute to their 10% CY14 rev growthrisks
to current $19-20 levels mostly the activist interest in acquiring the company)…we target.”
January Brian
“WeElliott-driven Modoff
are a bit skeptical, 31,
but 2014
admit the revenue
the
Eric takeout premium implied in comps become
the current shareless challenging
price, in the out quarters.
we are comfortable with ourAll things
HOLD considered,
rating and $20including
target.”
“WithJanuary
(following
Martinuzzi,
our estimates
Elliott taking
31,
generally 2014
a stake
CFA
consistent with company
and subsequently making expectations
a $19/sharefor the year,
buyout andwe
offer), with thethe
find recent re-ratingbalanced
risk-reward in the stock
with
limited upside.”
January Amitabh 30, Passi 2014
Source: Wall
Addresses Streetoffer
Elloitt’s research
of:
[198 $] 21 $

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13/12/2020 Exhibit F

Equity Research
Elliott’s Overview1
offer represents ashare
22% data)
premium over the adjusted
($ in millions,
Date except
FirmOppenheimer
Rating perTarget
Price Offer
Target$24.00 to Adj.
(%) Price to average
OfferAdj.
Target²
forward 12-month price target of the analyst community
Target (%)
02/10/14
02/03/14 FBN Outperform
Securities Perform NA
21.00 (13%)
- 18.42 14$21.05 (0%)
02/03/14 BMO
01/31/14 JMP Securities
Capital Perform
Markets NA
Perform NA NA
21.00 - 18.42 14
01/31/14 Deutsche
01/31/14 Cowen and Company Perform 18.00 5017 15.79 33
01/31/14
01/31/14 Gabelli
Janney &Bank
CompanyHoldBuy
16.00
NA31NA
14.04
00NA(9) NA
01/31/14 JP M CapitalN Markets
l 15 00Buy 23 16
40 13 60 20 18 4
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13/12/2020 Exhibit F
01/31/14 p y yBuy 23.00 (9) 20.18 4
01/31/14 Janney
01/31/14 Lake
Capital
JP Morgan
Street
Markets
Neutral
Capital 15.00 40 13.16
Hold20.00
20.00 60 20
517.54
17.54
01/31/14
01/31/14 MKM Partners
RBC Capital Neutral
Markets Perform 516.00 2014.04 50
31
01/31/14 Stephens
01/31/14 Wells
The Juda Equal-Weight
Group 20.00
NeutralPerform
NA NA 5 17.54
NA NA 20
01/31/14 Fargo
01/31/14 Wunderlich
William Blair Securities
Outperform NA 20.00³
NA5NA 5NA
17.54 20
01/31/14
01/30/14 Piper JaffraySecurities
Neutral Hold
19.00 20.00
11 16.67 17.54
26 20
01/30/14 UBS
01/30/14 SterneNeutral
Agee Neutral
20.00 5 20.00
17.54 52017.54 20
Mean $19.56
Median 20.007%
5 $17.16
17.54 20 22%
Source:
1. Bloomberg, ThomsonOne, Wall Streetavailable
researchfrom data provider
2. Includes
3.
on-going,
AdjustedofPrice broker-related
Target represents research
pricethe forward 12-month PriceinTarget
reportdiscounted back to today using Riverbed’s cost of equity of 14.0% per Bloomberg
[ 9Average
] $19.00 to $21.00 target range as presented

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13/12/2020 Exhibit F

Overview of $21 Elliott Offercompanies

Price
aAs compared
higher
Select
to comparable
premium
Select and higher multiple thanandthe
transactions, Elliott’smetrics
median valuation $21.00 offer represents
Transaction
($ in Public
millions, Companies
except per share 2data)
Precedent
Price 1Transactions
Median Median3,4
Share Price
Premium to $21.00
Average Price:
Current (3/10/14)
Unaffected 3.9%42.9% 28.0%
(10/29/13)
Unaffected
Unaffected 30-day 5 45.2% 30.2%
U ff d 60
90 day
d 55 4037 9%
6% 34
37 7%
5%
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13/12/2020 Exhibit F
Unaffected 60-day y 5 40.9% 34.7%
Unaffected
Equity 90-day
Value6 5 37.6% 37.5%
$3,601.1
Plus:
Less: Total Debt
Cash 525.0
TotalValue (532.0)
Enterprise
Valuation $3,594.1
Multiples:
TEV /
ConsensusAdj. EBITDA—LTM
Estimates 7 13.5x 8.6x 11.3x
TEV
Price // Adj.
Adj. EBITDA—CY2014E
EPS—CY2014E 7 10.2x
8 18.4x 15.5x8.2x 9.4x
Source:
1. BalanceCompany
sheet filings,
and LTM ThomsonOne
metrics as of 12/31/13; Total investments
Debt includes current maturities of long-term borrowings and borrowings, non-current, net of current maturities; Total Cash includes cash and
cash
2. equivalents,
Select Public short-termidentified
Companies investments and Riverbed
within long-term 2013 10-K, excluding CPWR dueUS$1bn
to negative growth;
3. Select
4. Select Precedent
Precedent Transactions
Transactions valuation
premia permultiples
public technology company
based on transactions transactions
of US$1bnofand above and above
in the inBRCD,last EMC,
theyears
last three three JNPR and NTAP were also added
years
involving targets with positive, sub-10% LTM-NTM expected revenue growth per
consensus
5. 30-day, estimates
60-day and 90-day as of 10/29/13, which represents the day before Elliott began its significant purchase(s) of RVBD stock
6. Calculated
7. Adjusted using
EBITDAand the treasury
excludes stock method
stock-based incorporating
compensation, options
payroll outstanding and restricted stock units
tax on stock-based compensation, amortization on intangibles, acquisition-related costs, inventory fair value adjustment, deferred
revenue adjustment
8. Adjusted EPS excludes other expenses
stock-based as detailed in 8-K dated 01/30/14
adjustment,
[10] income tax adjustments andcompensation,
other expensespayroll tax oninstock-based
as detailed compensation, amortization on intangibles, acquisition-related costs, inventory fair value adjustment, deferred revenue
8-K dated 01/30/14

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13/12/2020 Exhibit F

Select Public Companies1

At $21.00
for selectedper
TRADING
share,
large, Riverbed’s
enterprise
MULTIPLES
implied
IT public multiples are higher than the median multiples
companies
Enterprise
Stock 52 %Value52/Market
of except Enterprise Revenue
($ in millions,
NetScout Systems per share
$38.43 data)
$38.84 Price
98.9% Wk.EBITDA
$1,665 High
$1,483 WeekP / EHigh Value Value LTM CY14E LTM CY14E CY14E
3.9x 3.5x 13.7x 12.1x 24.1x
F5 Networks
Radware 17.26111.97
19.22114.78 97.6
89.8 816 8,573
531 7,337
2.8 2.5 4.812.9
16.3 4.2 21.3
12.5 10.8 20.7
Citrix
EMC 27 Systems 60.75 76.33 79.6 11,450 9,836 0 6 19 86 13 8145 0610.4
3.4 3.1 11.8 20.8
Ci S 13 27 2113 69
100260 38
56 82
9742 48
115030
4562 84
1 2607 5 2 10 8
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13/12/2020 Exhibit F
EMC y 27.13 100.0 56,974 48,030 , , 2.0 6.9 6.3 14.0
Cisco 27.13
JuniperSystems
Networks21.69 26.38
26.28 82.2
27.95 115,456
94.0 13,918
2.1
84,607
10,763 1.82.3
1.8 5.610.2
5.28.4
10.817.1
NetApp
Brocade 37.81
10.14 45.85
10.20 82.5
99.4 13,104
4,694 9,030
4,286 1.42.0
1.9 1.47.0 6.0 2.2
6.76.3 12.9
CA Technologies
Median 2.5x 32.82
2.3x 8.6x 34.43
8.2x 95.3
15.5x 14,952 13,880 3.0 12.3
3.1 7.0 7.9 12.7
Riverbed
OPERATING Consensus @
STATISTICS $21.00 $21.00 $22.28 94.3% $3,601 $3,594 3.4x 3.2x 13.5x 10.2x 18.4x
Revenue
Revenue Revenue
Growth Revenue
Growth Growth EBITDA MarginCY15E ‘12-‘13 ‘13-‘14 ‘14-‘15 LTM CY14E
($ in millions,
NetScout except
Systems per$425
$383 share data)
$480 LTM 10.9%
11.7% CY14E 13.1% 28.2% 29.0%
F5 Networks
Radware 193 1,522
213 1,743
233 2.0 1,960
10.4 7.216.9
9.5 14.519.4
12.4 38.5 38.9
Citrix 23,222
EMC Systems 2,918
24,507 3,188
26,207 3,483
6.9 5.512.8
6.9 9.2 9.3 28.5 29.7
Cisco Systems
Juniper Networks47,873
4,66946,816
4,940 49,607
5,194 1.330.2
7.0 5.8
31.3
(2.2)
5.16.0 31.3
22.6 34.9
25.9
NetApp
Brocade 6,393 6,462
2,199 2,196 6,730
2,253 1.2 1.1
(3.0) 4.1 21.0
(0.1)(2.1) 23.4
2.6 (2.0)
27.9 30.8
CA
2 Technologies 4,582 4,491 4,588 2.2 43.3 39.1
Median $3,750
Riverbed $3,839
Consensus @$4,036 4.5% 5.7%
$21.00filings,
$1,057 6.4%$1,233
$1,141 28.4%5.5%
30.3%7.9% 8.1% 25.2% 30.9%
Source:
Note: AsCapital IQ, Company
of 03/10/14; Companies ThomsonOne
ordered based2013
on 2014E-2015E revenue growth [ 11 ]
1.
2. Comparable companies
Growth for 2012A-2013Aas found in Riverbed
pro forma for OPNET 10-K, excluding
transaction, which CPWR due12/17/12,
closed on to negative
pergrowth; BRCD, EMC, JNPR and NTAP were also added
2012 10-K

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13/12/2020 Exhibit F

Select Transactions
Riverbed is Analysis
more closely comparable to theTRANSACTIONS
lower growth, large, enterprise technology
SELECT
($ ENTERPRISE
in millions) TECHNOLOGY – LAST THREE YEARScompanies
Equity
Ann. Enterprise
Date TEV
Acquiror / Revenue
Target Value TEV /LTM
Value EBITDANTM¹ LTM NTM¹
05/06/13 RedPrairie
11/01/12 Bain & Golden
JDA Gate BMC
Software Software
Group 1,956$ 7,053
1,818 $2.7
6,812
2.5 3.1x 9.4
10.5 2.9x 7.7x 8.1x
06/25/12 NCR
07/11/11 Dell Quest Software
Radiant Systems2,527 2,403
1,191 2.73.0
1,101 2.52.8
12.8 8.516.9
03/11/11
Median Golden
7x 2 5xGate3xInfor
9 4x1,958 1,878 2.5 2.3 11.317.3
10.7
Ri b d2 C 11 @ $21 00 $ 3 601 $ 3 594 3 4 3 2 13 5 10 2
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13/12/2020 Exhibit F
Median
Riverbed 2.7x 2.5x 11.3x
Consensus 9.4x , $ 3,601
@ $21.00
,
$multiples
3,594 3.4x
At $21.00
Source: per share,
Capital IQ, Riverbed’s
Company implied
filings, ThomsonOne are3.2x 13.5x
higher 10.2x
than the median multiples for transactions involving such companies
Note: Precedent
estimates [ 12 ] transactions reflect transactions of US$1bn and above in the last three years involving technology targets with positive, sub-10% LTM-NTM expected revenue growth per consensus
1. Based on Thomson estimates

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13/12/2020 Exhibit F

Premiums
At Paidshare,
per Analysis
$21.00TECHNOLOGY the Elliott offer presents a –more compelling premium than the median premia paid on public technology company transactions of $1bn or more
SELECT
($ in millions) Purchase TRANSACTIONS
Premium LAST THREE YEARS
Enterprise
Ann. Date 1-Day
Acquiror1-Month
Target 60-Day
Value 90-Day
Prior Avg. Avg. Avg. $1,515 32.6% 18.1% 20.1% 21.7%
02/24/14 Oracle
12/20/13 1 RF Micro Devices
Responsys TriQuint
1,597 38.3 Semiconductor
49.6 56.0 58.1
12/16/13
09/09/13 Avago Technologies
Koch Industries MolexLSI6,507
5,90231.2
46.928.9
44.628.5
43.929.2
45.5
07/23/13
06/04/13 Cisco SourcefireExactTarget
Salesforce 2,194 28.6 233.4 36.8 38.3
05/28/13 1 S i Licom kL d P i539S52 7i 50 23 57
881915
541524 5 30 9 34 1
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13/12/2020 Exhibit F
07/23/13 Salesforce.com
06/04/13 Cisco SourcefireExactTarget
2,194 28.6 2,539
33.4 36.8
52.738.3
50.23,881
57.915.1
54.5
05/28/13 1
05/06/13 1 Bain
ServiceLink Lender Processing Services 14.5 13.924.5
15.730.9
17.434.1
02/05/13 1 Silver&
02/04/13 RedPrairie
Oracle
Golden
Lake
Acme DellGate
Packet
BMC
18,538 Software
26.4
22.230.1
1,687Group 23.7
6,812
34.7
29.3 38.1
37.5
11/01/12
10/22/12 ASML
1 Permira JDA software
Advisors & Spectra 1,818
Equity 18.0 33.3
Ancestry.com 38.0 41.2 41.4 39.0 35.5 37.0
1,818
10/17/12
08/27/12 1 IBM Holding
Kenexa Cymer
1,307 2,435
42.01,029 72.6
56.9 5.5 61.4
66.012.5
63.1 52.3 47.8
08/27/12
06/25/12 Thoma Bravo Deltek 36.417.6
38.920.6
05/22/12 1
02/09/12
DellAriba
SAP
Oracle
Quest
Taleo
Software
4,411 19.6
1,805
2,40325.9
19.3
18.1
44.331.4
24.7 21.6
42.4
26.1 28.0 30.2 32.3 39.3
12/14/11 SAP
12/03/11 Lam Research Novellus
SuccessFactors 3,516Systems
52.4 2,908
53.6 56.9 61.8
10/24/11 Broadcom
09/12/11 Oracle Rightnow Technologies
NetLogic Microsystems 1,521 19.656.7
3,442 22.868.8
28.7 33.444.8
07/11/11 NCR
07/01/11 Radiant Equity
1 Providence Systems 1,101 27.6
Partners 37.1 38.7
Blackboard 43.221.154.0
1,767 22.0 38.7
25.0 37.5
21.0
05/04/11
04/27/11 Applied
CenturyLinkMaterials
SavvisVarian
2,963Semiconductor
11.0 10.2 13.2 4,469 55.4 40.7
16.1 1,782
04/01/11 Providence
03/28/11 1eBay GSIGate Equity
Commerce Partners
2,139 SRA International
58.3Software
59.4 48.6 10.2 15.1 15.0 18.1
42.213.9 11.4
03/11/11
Median 28.0% Golden
30.2%42.9% Capital
34.7%45.2% Lawson
37.5%40.9% 37.6% 1,878 15.6 17.5
Riverbed
Elliott’s @ $21.002
offer exceeds the median premia paid
Source:
Note: Capital
Precedent IQ, Company
transactions filings
premia per public technology company transactions of US$1bn and above in the last three years
1. Performance
2. Premiums calculated
measured using
to unaffected
10/29/13, sharerepresents
which price prior
thetoday
leakbefore
or catalyst
Elliottevent
began its significant purchase(s) of RVBD stock
[ 13 ]

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