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3Com Corporation to Acquire TippingPoint Technologies, Inc.


MARLBOROUGH, Mass. -- Leading Intrusion Prevention See IPS and IDS.  System Strengthens 3Com's Enterprise Offering and Enhances Secure, Converged Voice and Data Networking Portfolio

3Com Corporation (Nasdaq: COMS COMS 3Com Corporation (stock symbol)
COMS Certified Orientation and Mobility Specialist
COMS Continuous Opacity Monitoring Systems
COMS City of Manchester Stadium (UK) 
) today announced it has signed an agreement to acquire publicly held TippingPoint Technologies, Inc., (Nasdaq: TPTI TPTI Third Party Turn In ). TippingPoint is the leading provider of network-based Intrusion Prevention Systems (IPS (1) (Inches Per Second) The measurement of the speed of tape passing by a read/write head or paper passing through a pen plotter.

(2) (IPS) (Intrusion Prevention S
) 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 (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , Kip kip 1  
n. pl. kip
See Table at currency.



[Thai.]


kip 2  
n.
1.
 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 The two-way transmission of voice over a packet-switched IP network, which is part of the TCP/IP protocol suite. The terms "IP telephony" and "voice over IP" (VoIP) are synonymous.  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 Security Testing: (The) Process to determine that an IS (Information System) protects data and maintains functionality as intended.

The six basic security concepts that need to be covered by security testing are: confidentiality, integrity, authentication, authorisation,
 facility, The NSS (Novell Storage Services) A 64-bit file system introduced with NetWare 5 that can support terabyte-sized files. NSS files and standard NetWare files can be used in the same server. See NetWare 5.

1. (networking) NSS - Nodal Switching System.
 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 IDG International Data Group
IDG Integrated Drive Generator
IDG Installation Design Guide
IDG Internet Discussion Group
IDG Inset Dielectric Guide
IDG International Dangerous Goods (mail, shipping) 
 and Techworld.com and the Enterprise Resource Protection eWeek Excellence Award. TippingPoint IPS was the first to secure Common Criteria (Common Criteria for Information Technology Security) An international standard process for defining security objectives and for evaluating compliance with those objectives. The Common Criteria have largely replaced the Trusted Computer Security Evaluation Criteria (TCSEC), the Canadian  Certification in all four government-validated protection profiles (analyzer, sensor, scanner and system).

Market Opportunity and Synergies

The total addressable Reachable. When something is addressable, it can be identified and manipulated independently of its surroundings. For example, screen pixels and RAM memory are addressable. Each of the screen's picture elements can be individually turned on and off, and each of the memory's bytes can be  market for IPS is significant and growing each year. In-line IPS is the fastest growing segment of the Intrusion Detection System This article is about the computing term. For other uses, see Burglar alarm.

An intrusion detection system (IDS) generally detects unwanted manipulations of computer systems, mainly through the Internet.
 /Intrusion Prevention System market, according to according to
prep.
1. As stated or indicated by; on the authority of: according to historians.

2. In keeping with: according to instructions.

3.
 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.

Financial Analyst Call Information

3Com and TippingPoint will be hosting a joint call for investors and analysts at 4:30 PM EST EST electroshock therapy.

EST
abbr.
electroshock therapy
 today, Monday December 13th. To participate on the call, U.S. and international parties may dial (913) 905-3238. Alternatively, interested parties may listen to the live broadcast of the call over the Internet at 3Com's Investor Relations Investor relations

The process by which the corporation communicates with its investors.
 website (www.3com.com/IR) in the Earnings Webcast section.

For those unable to participate on the live call, a 24-hour replay will be available starting at 8:00 PM ET on December 13 by dialing (719) 457-0820, Confirmation Code: 526865. A replay will also be available over the Internet at 3Com's Investor Relations website (www.3com.com/IR) in the Earnings Webcast section.

About TippingPoint Technologies, Inc.

TippingPoint is the leading provider of network-based intrusion prevention systems that deliver in-depth Application Protection, Infrastructure Protection, and Performance Protection for corporate enterprises, government agencies, service providers and academic institutions. Our innovative approach offers customers unmatched network-based security with unrivaled economics, ultra-high performance, scalability and reliability. TippingPoint is based in Austin, Texas, and can be contacted through its Web site at www.TippingPoint.com or by telephone at 1-88UNITYONE.

About 3Com Corporation

3Com is a leading provider of converged voice and data networking solutions for enterprises of all sizes. 3Com offers a broad line of innovative products backed by world class sales, service and support, which excel at Verb 1. excel at - be good at; "She shines at math"
shine at

excel, surpass, stand out - distinguish oneself; "She excelled in math"
 delivering business value for its customers. When customers exercise choice, their choice is 3Com. For further information, please visit www.3Com.com, or the press site www.3Com.com/pressbox.

3Com and the 3Com logo are registered trademarks of 3Com Corporation. All other company and product names may be trademarks of their respective holders.

Investor Notices

This press release includes "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements contained herein include statements about (i) the consummation of the pending acquisition of TippingPoint by 3Com, the benefits of the pending acquisition and the expected timing of the consummation of the acquisition and (ii) the addressable market for IPS and expected growth in that market. These statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, among others, the following: approval of the acquisition by the stockholders of TippingPoint; the satisfaction of the conditions to the closing of the acquisition, including the receipt of regulatory approvals; the ability to realize the anticipated benefits or synergies of the transaction in a timely manner or at all; and trends in the networking industry. Additional information relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the uncertainty affecting TippingPoint's and 3Com's businesses are contained in their filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which such statement was made, and TippingPoint and 3Com do not undertake any obligation to (and expressly disclaims any such obligation to) update any forward-looking statement to reflect events or circumstances after the date on which such statement was made, or to reflect the occurrence of unanticipated events.

TippingPoint will file a proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 and other documents regarding the proposed transaction described in this press release with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND SUCH OTHER MATERIALS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TIPPINGPOINT AND THE PROPOSED TRANSACTION. A definitive proxy statement will be sent to security holders of TippingPoint seeking their approval of the transaction. Investors and security holders may obtain a free copy of the definitive proxy statement (when available) and other documents filed by TippingPoint with the SEC at the SEC's web site at www.sec.gov. The definitive proxy statement and other relevant documents may also be obtained free of cost by directing a request to William Murphy William Murphy may refer to:
  • William Murphy (scientist) William Parry Murphy, (1892–1987), American doctor and Nobel Prize winner
  • William Murphy (Irish politician) (1892–1967), Irish Fine Gael TD 1951–1969
 at 512-681-8320.

TippingPoint's directors and executive officers may be deemed, under Securities and Exchange Commission rules Securities and Exchange Commission Rules

Rules enacted by the SEC to assist in the regulation of US financial markets.
, to be participants in the solicitation of proxies from the TippingPoint stockholders in connection with the proposed transaction. Information about TippingPoint's directors and officers can be found in TippingPoint's Proxy Statements and Annual Reports on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 filed with the SEC. Additional information regarding the interests of those persons may be obtained by reading the proxy statement and other documents regarding the proposed transaction when they become available.
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Dec 13, 2004
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