Gigamon Merger Agreement

Gigamon will submit relevant documents to the Securities and Exchange Commission (SEC) in connection with the proposed merger, including a preliminary proxy statement in Appendix 14A. Pursuant to the proposed terms, gigamon will send or make available to any voting shareholder at the special meeting of the proposed transaction immediately following the submission of its final proxy statement to the SEC. GIGAMON SHAREHOLDERS AND OTHER INVESTORS ARE ADVISED TO CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR ADDITIONS) AND ALL OTHER RELEVANT DOCUMENTS SUBMITTED TO THE SEC WITH RESPECT TO THE PROJECT. MERGER, AS SOON AS THEY ARE AVAILABLE, AS THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER. Gigamon shareholders and other investors may obtain free copies of the definitive proxy statement, proxy statement and other relevant documents related to the proposed merger (as soon as they become available) as well as other documents filed by Gigamon with the SEC, on the SEC`s website ( View Original Multimedia The merger agreement contains certain termination rights for the company and Newco. In the event of termination of the merger agreement related to the adoption of a superior proposal by the company or the amendment or withdrawal of the merger recommendation by the company`s boards of directors, Newco must pay a termination fee of $47.2 million. This termination fee is also due if the merger agreement is terminated because the company`s shareholders did not vote in favor of accepting the merger agreement (or the date of termination of the transaction (as described below) occurs before the receipt of the shareholders` agreement and, prior to such termination, a proposal to acquire at least 50% of the company`s shares or assets is made public (or to the Board of Directors of the entity) within one year of the termination of an agreement on an alternative acquisition transaction. Newco has secured a promised financing consisting of a combination of equity financing by Elliott funds and debt financing by Jefferies Finance LLC, the total proceeds of which for Newco will be sufficient to pay the full underperformance of the merger and all related fees and expenses. Newco is committed to securing debt financing with all its strength on the terms described in the debt commitment letter entered into as part of the October 26, 2017 merger agreement. The operation is not subject to any financing conditions.

Gigamon (NYSE: GIMO) provides active insight into the physical and virtual traffic of the network, enabling greater security and superior performance. The Gigamon Visibility Platform and GigaSECURE®, the industry`s leading security delivery platform, provide advanced insights to make security management, network, and application solutions work more efficiently and efficiently across enterprise, government, and service provider networks.