Davis Polk & Wardwell is advising Blue Coat Systems, Inc. on its acquisition of Packeteer, Inc. Under the terms of the agreement, Blue Coat will acquire Packeteer through a cash tender offer of $7.10 per share, or approximately $268 million. The transaction is subject to customary conditions and is expected to close in May 2008. Davis Polk is also advising Blue Coat in connection with an $80 million aggregate principal amount offering of senior convertible notes to be issued to Francisco Partners II LP and an affiliate of Elliott Associates LP in a private placement, the proceeds of which will be used to partially fund the acquisition of Packeteer.

Based in Sunnyvale, California, Blue Coat Systems, Inc., a leader in WAN Application Delivery and Secure Web Gateway, secures web communications and accelerates business applications to customers worldwide. Based in Cupertino, California, Packeteer is a global leader in WAN Application Delivery.

The Davis Polk corporate team includes partners William M. Kelly, Julia K. Cowles and Sarah K. Solum and associates Sarvenaz Madi, Stephen Salmon, Colin Sturt and Niki Fang, all of the Menlo Park office. Partner Rachel D. Kleinberg and associate Ryan LaRosa, both of the Menlo Park office, are providing tax advice, and Menlo Park counsel Cynthia Akard is providing employment advice. Menlo Park partner Steven S. Weiner, Menlo Park associates Emma Maconick (admitted only in the High Court of New Zealand and the Supreme Court of England and Wales) and Vishnu Reddy, and New York associate Stefan Quick are providing intellectual property advice. Menlo Park partner Arthur J. Burke and New York associate Stephen M. Pepper are providing antitrust advice.