Well, since I'm a very nosy guy who's just plain curious about financial statements, I was especially interested in the financials of privately held IronPort Systems before its January 2007 acquisition by Cisco.
So here they are for your inquiring mind:
Privately held IronPort Systems financial statements: 2004 and 2005
Privately held IronPort Systems financial statements: 2006
IronPort Systems Net Sales and Operating Income (Loss)
2004
2005
2006
Net Sales
$16,180,000
$40,675,000
$72,934,000
Operating Income (Loss)
(-34,715,000)
(-49,988,000)
(-45,047,000)
Timeline of the IronPort Systems acquisition by Cisco:
From time to time since October 2004, Cisco and IronPort held discussions regarding a potential acquisition or other strategic partnership.
At a meeting between the parties, held on February 16, 2006, Cisco expressed an interest in a potential acquisition of IronPort, and over the next several months, Cisco and IronPort engaged in more detailed discussions regarding a potential acquisition.
During this period, IronPort and its board of directors continued to consider other strategic alternatives, including a potential initial public offering in 2007. The parties were unable to reach agreement on price and other high level terms and discontinued conversations in May 2006.
Beginning in August 2006, Cisco and IronPort reengaged in detailed discussions regarding a potential acquisition, and IronPort engaged Evercore Partners, an investment bank focused on strategic transactions, to provide advice and support in the evaluation and negotiation of a potential acquisition.
On November 14, 2006, IronPort's board of directors held a special meeting to discuss the potential acquisition by Cisco, and on November 15, 2006, at a regularly scheduled meeting of IronPort's board of directors, the board appointed a committee of the board of directors to work with and advise IronPort's management on negotiating terms of a potential acquisition by Cisco.
On November 24, 2006, IronPort and Cisco entered into a fourteen-day exclusivity agreement whereby IronPort agreed not to engage in acquisition discussions with any third party. The parties began to carry out their respective due diligence inquiries into each other's businesses.
On December 12, 2006, an initial draft of the merger agreement was provided to IronPort and the parties negotiated the terms of the definitive merger agreement through December 29, 2006.
Also on December 27, 2006, the board of directors of IronPort reviewed in detail the terms of the Merger and the related transactions, received a financial analysis from Evercore Partners, and following extensive discussion, unanimously determined that the execution of the Merger Agreement and the consummation of the transactions contemplated thereby would be advisable and in the best interests of IronPort and the IronPort Stockholders and, therefore, adopted a resolution authorizing IronPort to enter into the Merger Agreement and the related transactions.
On December 29, 2006, Cisco, the Merger Subs and IronPort entered into the Merger Agreement.
In addition, on December 29, 2006, Cisco and certain IronPort Stockholders entered into (voting agreements and irrevocable proxies - page 8) which required such IronPort Stockholders, among other things, to vote all of the shares of IronPort capital stock held of record by such IronPort Stockholders in favor of the Merger.
January 4, 2007, Cisco announced it would acquire IronPort Systems for approximately $830 million in cash and stock.
IronPort Systems had a negative -$150,650,00 in (Retained Earnings - page 2) as of December 31, 2006 (4-days before its acquisition was announced by Cisco). So obviously, Cisco then stated in its press release that it anticipated the IronPort transaction would be neutral to its fiscal year 2007 non-GAAP earnings.
After the signing of the Merger Agreement, Cisco and IronPort discussed hiring strategies for IronPort between the date of the signing of the Merger Agreement and the closing of the Merger, including incentive alternatives for attracting potential new employees. In light of these discussions and the potential impact on the merger consideration to be received by IronPort Stockholders, on February 5, 2007, Cisco, the Merger Subs and IronPort entered into Amendment No. 1 to the Merger Agreement to allow for up to an additional 1,000,000 new IronPort options to be issued to new employees without impacting the merger consideration to be received by IronPort Stockholders.
According to an April 23, 2007 (revised draft to Amendment No.1 - page 7), Cisco provided that IronPort may grant up to 9,000,000 New Options to IronPort employees without reduction in the merger consideration formulas in the merger agreement.
