Riverbed Board of Directors Rejects Unsolicited Proposal from Elliott

  Riverbed Board of Directors Rejects Unsolicited Proposal from Elliott

Business Wire

SAN FRANCISCO -- February 28, 2014

Riverbed Technology (NASDAQ:RVBD), the leader in application performance
infrastructure, today announced that its Board of Directors, after
consideration with its independent legal and financial advisors, has
unanimously determined not to pursue the unsolicited proposal from Elliott
Management Corporation to acquire all of the outstanding shares of Riverbed
common stock for $21.00 per share, as it believes the proposal undervalues the
Company and is not in the best interests of shareholders.

As previously stated, the Board will carefully review any credible offer to
acquire the Company that it receives. Any such offer must deliver value to our
shareholders in excess of what we believe will be created as we execute on our
growth plans. The Board remains focused on delivering value to all Riverbed
shareholders.

Goldman, Sachs & Co. is serving as financial advisor to Riverbed and Wilson
Sonsini Goodrich & Rosati is serving as legal advisor.

Forward-Looking Statements

This press release contains forward-looking statements, including those in
respect of our growth strategy. These forward-looking statements involve risks
and uncertainties. These forward-looking statements also involve assumptions
that, if they do not fully materialize or prove incorrect, could cause our
results to differ materially from those expressed or implied by such
forward-looking statements. The risks and uncertainties that could cause our
results to differ materially from those expressed or implied by such
forward-looking statements include our ability to react to trends and
challenges in our business and the markets in which we operate; our ability to
anticipate market needs or develop new or enhanced products to meet those
needs; the adoption rate of our products; our ability to establish and
maintain successful relationships with our distribution partners; our ability
to compete in our industry; fluctuations in demand, sales cycles and prices
for our products and services; shortages or price fluctuations in our supply
chain; our ability to protect our intellectual property rights; general
political, economic and market conditions and events; and other risks and
uncertainties described more fully in our documents filed with or furnished to
the Securities and Exchange Commission. More information about these and other
risks that may impact Riverbed's business are set forth in our Form 10-K filed
with the SEC for the period ended December 31, 2013, and our subsequent
quarterly reports filed with the SEC. All forward-looking statements in this
press release are based on information available to us as of the date hereof,
and we disclaim any obligation to update these forward-looking statements. Any
future product, feature or related specification that may be referenced in
this release are for information purposes only and are not commitments to
deliver any technology or enhancement. Riverbed reserves the right to modify
future product plans at any time.

About Riverbed

Riverbed at more than $1 billion in annual revenue is the leader in
Application Performance Infrastructure, delivering the most complete platform
for Location-Independent Computing. Location-Independent Computing turns
location and distance into a competitive advantage by allowing IT to have the
flexibility to host applications and data in the most optimal locations while
ensuring applications perform as expected, data is always available when
needed, and performance issues are detected and fixed before end users notice.
Riverbed’s 25,000+ customers include 97% of the Fortune 100 and 95% of the
Forbes Global 100. Learn more at www.riverbed.com.

Riverbed and any Riverbed product or service name or logo used herein are
trademarks of Riverbed Technology, Inc. All other trademarks used herein
belong to their respective owners.

Contact:

Media:
Sard Verbinnen & Co
John Christiansen / Michael Henson
415-618-8750 / 212-687-8080
jchristiansen@sardverb.com / mhenson@sardverb.com
or
Investor Relations:
Riverbed Technology
Renee Lyall, 415-247-6353
renee.lyall@riverbed.com
 
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