Procera Networks Inc.

Robbins LLP: Acquisition of Procera Networks, Inc. (PKT) by Francisco Partners Management May Not Be in Shareholders’ Best Interests

Robbins LLP are investigating the proposed acquisition of Procera Networks, Inc. (NASDAQ: PKT) by Francisco Partners Management. On April 22, 2015 the two companies announced the signing of a definitive merger agreement pursuant to which Francisco Partners will acquire Procera Networks. Under the terms of the agreement, Procera Networks shareholders will receive $11.50 in cash for each share of Procera Networks common stock.

Is the Proposed Acquisition Best for Procera Networks and Its Shareholders?

Robbins LLP’s investigation focuses on whether the board of directors at Procera Networks is undertaking a fair process to obtain maximum value and adequately compensate its shareholders.

As an initial matter, the $11.50 merger consideration represents a premium of only 18.4% based on Procera Networks’ closing price on April 15, 2015. This premium is significantly below the average one-week premium of nearly 40% for comparable transactions within the past five years. Further, the $11.50 merger consideration is below the target price of $12.00 set by an analyst at D.A. Davidson & Co. on March 2, 2015. Procera Networks last traded above the offer price – at $11.69 – on March 21, 2014.

On February 26, 2015, Procera Networks released its earnings results for its fourth quarter 2014, reporting strong quarterly earnings. Annual revenues for 2014 rose 1% to $75.4 million, while total revenues for the fourth quarter 2014 were up 13% compared to the fourth quarter of 2013. In commenting on these results, Procera Networks President and Chief Executive Officer James Brear remarked, “We ended the year with productivity that demonstrates the strength of our strategic initiatives, achieving a combination of record quarterly revenue and bookings, as well as customer delivery of a number of new strategic products. Seeing the initial benefits of our strategic investments are positive indicators toward our goal of returning Procera to solid revenue growth in 2015.”

In light of these facts, Robbins LLP is examining Procera Networks’ board of directors’ decision to sell the company now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.

Procera Networks shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information.

Procera Networks shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, or you can complete the form below and we will contact you directly.

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