Edgar Filing: OPNET TECHNOLOGIES INC

Filed Pursuant to Rule 425

OPNET Acquisition

Industry Analyst Presentation

Filed

Riverbed

Technology,

Inc.

pursuant

Rule

425

under

the

Securities

Act

1933,

amended,

and

deemed

filed

pursuant

Rule

14d-2

under

the

Securities

Exchange

Act

1934,

amended

Subject

Company:

OPNET

Technologies,

Inc.

Commission

File

No.

000-30931

Technology. All other trademarks used herein belong to their respective owners. The trademarks and logos displayed herein may not be used without the prior

written consent of Riverbed Technology or their respective owners.

Announcement Summary

Announcement of intent to purchase OPNET

•

APM

leader

–

Gartner

top

right

•

Established 1986 as NEOP(network engineering, operations and planning) vendor

•

673 employees, HQ in Bethesda, MD

Offer details

•

$43 per share, $921mm EV, 15% Stock, 85% Cash

•

Expected to close late Q412

•

Expect acquisition to be accretive to non-GAAP earnings in 2013, with meaningful

revenue and operating synergies in 2014

Integration plan

•

OPNET will become part of the Cascade business unit

•

OPNET leadership will play key roles in continuing to grow Cascade business

•

Over

time

back

office,

G&A

and

support

functions

may

combined

with

Riverbed’s corporate teams

Technology. All other trademarks used herein belong to their respective owners. The trademarks and logos displayed herein may not be used without the prior

written consent of Riverbed Technology or their respective owners.

Why Are We Acquiring OPNET?

Extend Cascade into high-growth APM and more than double TAM

Build on Cascade’s strong growth, execution and leadership in IT

performance market

Adds immediate scale to Cascade business

Technology. All other trademarks used herein belong to their respective owners. The trademarks and logos displayed herein may not be used without the prior

written consent of Riverbed Technology or their respective owners.

Customer Challenge –

Network and Application Performance

Achieving these goals requires

Complete visibility into network and application topologies and dependencies

Intelligent planning of network capacity and application roll-outs

Real-time monitoring and reporting of application and network performance

Ability

detect,

isolate

and

analyze

performance

problems

fast

with

minimal

staff

Sharing of information across multiple business and technical groups

High-Performance Networks

and Applications

No Surprises

Technology. All other trademarks used herein belong to their respective owners. The trademarks and logos displayed herein may not be used without the prior

written consent of Riverbed Technology or their respective owners.

Meeting Customer’s Needs –

Full NPM & APM Features

Application

Dashboards

End-User Experience

Monitoring

& Alerting

Packet

Capture

Transaction

Tracing & Analysis

Application

Component Deep Dive

Monitoring

NetFlow

Reporting

Protocol, App

Analysis

NPM

APM

Technology. All other trademarks used herein belong to their respective owners. The trademarks and logos displayed herein may not be used without the prior

written consent of Riverbed Technology or their respective owners.

NPM

APM

Cascade + OPNET –

Meeting Customer’s Full Needs

Technology. All other trademarks used herein belong to their respective owners. The trademarks and logos displayed herein may not be used without the prior

written consent of Riverbed Technology or their respective owners.

Cascade + OPNET –

Full APM and NPM offering

Application-aware network troubleshooting and monitoring

Easy to use, shared tool across several operations groups

Application and Network dashboards and reporting

Real-time monitoring and alerting

End user experience, server internals and code tracing

Integrated expert analysis

NPM

APM

Wide-ranging Network Visibility

Deep-Dive Application Analysis

Technology. All other trademarks used herein belong to their respective owners. The trademarks and logos displayed herein may not be used without the prior

written consent of Riverbed Technology or their respective owners.

Forward Looking Statements

Additional Information and Where to Find It

In addition to the Prospectus/Offer to Exchange, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, Riverbed and OPNET file

annual, quarterly and special reports and other information with the SEC. You may read and copy any reports or other information filed by Riverbed or OPNET at the SEC public reference room at

100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. Riverbed’s and OPNET’s filings with the SEC are

also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

The exchange offer for the outstanding shares of OPNET referenced in this document has not yet commenced. This announcement is for informational purposes only and is neither an offer to

purchase nor a solicitation of an offer to sell shares of OPNET, nor is it a substitute for the registration statement and exchange offer materials that Riverbed and its acquisition subsidiary will file with

the U.S. Securities and Exchange Commission (the “SEC”) upon commencement of the exchange offer. At the time the offer is commenced, Riverbed and its acquisition subsidiary will file exchange

offer materials on Schedule TO and a registration statement on Form S-4 with the SEC, and OPNET will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect

to the exchange offer. The exchange offer materials (including a Prospectus/Offer to Exchange, a related Letter of Transmittal and certain other offer documents) and the

Solicitation/Recommendation Statement will contain important information. Holders of shares of OPNET are urged to read these documents when they become available because they will contain

important information that holders of OPNET securities should consider before making any decision regarding tendering their securities. The Prospectus/Offer to Exchange, the related Letter of

Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of OPNET at no expense to them. The exchange

offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www.sec.gov. Free copies of these documents will be made available by

Riverbed by mail to Riverbed, 199 Fremont Street, San Francisco, CA 94105, Attention: Investor Relations.

This document contains forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking

statements include, but are not limited to: (i) statements about the benefits of the exchange offer and the merger; (ii) future financial and operating results following the exchange offer and the merger;

(iii) the combined company’s plans, objectives, expectations and intentions with respect to future operations, products and services; (iv) the competitive position and opportunities of the combined

company; (v) the impact of the exchange offer and the merger on the market for the combined company’s products; and (vi) the timing of the completion of the exchange offer and the merger. In

addition, words such as “anticipate,” “believes,” “budget,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “predicts,” “project,” “should,” “will” and similar expressions are

intended to identify such forward-looking statements. Such forward-looking statements are based upon the current beliefs and expectations of Riverbed’s management and are inherently subject to

significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of Riverbed. The risks and uncertainties that

could cause our results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to: (a) risks related to the integration of OPNET into

Riverbed and the anticipated future benefits resulting from the acquisition of OPNET; (b) Riverbed’s or the combined company’s ability to react to trends and challenges in our business and the

markets in which we operate; (c) Riverbed’s or the combined company’s ability to anticipate market needs or develop new or enhanced products to meet those needs; (d) the adoption rate of

Riverbed’s or the combined company’s products; (e) Riverbed’s or the combined company’s ability to establish and maintain successful relationships with our distribution partners; (f) our ability to

compete in our industry; (g) fluctuations in demand, sales cycles and prices for Riverbed’s or the combined company’s products and services; (h) shortages or price fluctuations in Riverbed’s or the

combined company’s supply chain; (i) Riverbed’s or the combined company’s ability to protect intellectual property rights; (j) general political, economic and market conditions and events; (k)

difficulties encountered in integrating Riverbed’s and OPNET’s businesses and technologies; (l) the expense and impact of legal proceedings; and (m) other risks and uncertainties described more

fully in Riverbed’s and OPNET’s documents filed with or furnished to the Securities and Exchange Commission. All forward-looking statements in this document are based on information available as

of the date hereof, and Riverbed assumes no obligation to update these forward-looking statements. Riverbed reserves the right to modify future business or product plans at any time.

Thank You