425, 2000-05-05
Next: CISCO SYSTEMS INC, 425, 2000-05-05

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                                                    Filed by Cisco Systems, Inc.
                           Pursuant to Rule 425 under the Securities Act of 1933
                                        and deemed filed pursuant to Rule 14a-12
                                          of the Securities Exchange Act of 1934

                                            Subject Company: Cisco Systems, Inc.
                                                  Commission File No.: 000-18225

PRESS CONTACT:                                  INVESTOR RELATIONS CONTACT:
Jeanette Gibson                                 Blair Christie
Cisco Systems, Inc.                             Cisco Systems, Inc.
(408) 525-8965                                  (408) 525-4856
[email protected]                              [email protected]

Art Rangel
Cisco Systems, Inc.
(408) 853-5705
[email protected]

                     Optimizing the Delivery of Web Content

      SAN JOSE, Calif., May 5, 2000 -- Cisco Systems, Inc., today announced a
definitive agreement to acquire publicly traded ArrowPoint Communications, Inc.
(NASDAQ: ARPT) of Acton, Massachusetts. ArrowPoint Communications is a leading
provider of content switches that optimize the delivery of web content. This
acquisition underscores Cisco's New World strategy to offer its customers a
broad portfolio of content networking solutions to meet the growing demands for
web content. Coupled with Cisco's Internet infrastructure, ArrowPoint's products
will provide a new level of intelligence that will enable ISPs, Web hosting
companies and other customers to create a faster, more reliable Web experience.
In addition, ArrowPoint's solutions strengthen Cisco's presence in emerging
markets that include ASPs (Application Service Provider), AIPs (Application
Infrastructure Provider) and "dot com" companies.

   Under the terms of the agreement, Cisco will exchange 2.1218 shares of Cisco
common stock for every outstanding share and option of ArrowPoint
Communications. Based on the closing

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price of $63 5/8 on May 4, 2000, this exchange ratio values the transaction at
approximately $5.7 billion. This acquisition will be accounted for as a pooling
of interests and is expected to be completed in the fourth quarter of Cisco's
fiscal year 2000. The acquisition has been approved by the board of directors of
each company and is subject to various closing conditions, including approval
under the Hart-Scott-Rodino Antitrust Improvements Act and by the shareholders
of ArrowPoint Communications.

      Cisco is acquiring ArrowPoint to provide its customers with a
feature-rich, flexible content switching platform. ArrowPoint's unique software
and hardware-based architecture enable it to support a full set of content-aware
features such as URL- (Uniform Resource Locator) and cookie-based switching.
These features allow ArrowPoint to deliver a new level of network services that
can direct traffic based on information such as the content being requested and
the frequency of the content request.

      ArrowPoint's leading software capabilities can also be integrated with
existing Cisco products to meet the evolving needs of Cisco customers.
ArrowPoint's products also complement the Cisco Catalyst family of high
performance multilayer switching products that are deployed in the enterprise
and service provider environments.

      ArrowPoint Communications was founded in 1997. The 337 employees will be
led by ArrowPoint CEO Cheng Wu and will join the Public Carrier IP Group in
Cisco's Service Provider Line of Business led by Senior Vice President Kevin


      Cisco Systems, Inc. (NASDAQ: CSCO) is the worldwide leader in networking
for the Internet. News and information are available at

                                      # # #

Cisco, Cisco Systems, and the Cisco Systems logo are registered trademarks of
Cisco Systems, Inc. and/or its affiliates in the U.S. and certain other
countries. All other trademarks mentioned in this document are the property
of their respective owners.

Cisco Systems, Inc. ("Cisco") plans to file a Registration Statement on SEC Form
S-4 in connection with the merger and ArrowPoint Communications, Inc.
("ArrowPoint") expects to mail a Proxy Statement/Prospectus to its stockholders
containing information about the merger. Investors and security holders are
urged to read the Registration Statement and the Proxy Statement/Prospectus
carefully when they are available. The Registration Statement and the Proxy
Statement/Prospectus will contain important information about Cisco, ArrowPoint,
the merger and related matters. Investors and security holders will be able to
obtain free copies of these documents through the web site maintained by the
U.S. Securities and Exchange Commission at http//

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In addition to the Registration Statement and the Proxy Statement/Prospectus,
Cisco and ArrowPoint file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements and other information filed by
Cisco and ArrowPoint at the SEC public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at the Commission's other public reference rooms
in New York, New York and Chicago, Illinois. Please call the Commission at
1-800-SEC-0330 for further information on public reference rooms. Cisco's and
ArrowPoint's filings with the Commission also are available to the public from
commercial document-retrieval services and at the web site maintained by the
Commission at http//

ArrowPoint, its directors, executive officers and certain members of management
and employees may be soliciting proxies from ArrowPoint's stockholders in favor
of the adoption of the merger agreement. A description of any interests that
ArrowPoint's directors and executive officers have in the merger will be
available in the Proxy Statement/Prospectus.

This report may contain projections or other forward-looking statements
regarding future events or the future financial performance of Cisco and
ArrowPoint. These projections or statements are only predictions. Actual events
or results may differ materially from those in the projections or other
forward-looking statements set forth herein. Among the important factors that
could cause actual events to differ materially from those in the projections or
other forward-looking statements are potential fluctuations in quarterly
results, dependence on new product development, rapid technological and market
change, acquisition strategy, manufacturing and sourcing risks, risks associated
with the Internet infrastructure and regulation, volatility of stock price,
international operations, financial risk management, and future growth subject
to risks. Readers are referred to Cisco's Annual Report to Shareholders and
Cisco's and Arrowpoint's filings with the Securities and Exchange Commission,
including their most recent filings on Form 10-K and 10-Q, for a discussion of
these and other important risk factors concerning Cisco and Arrowpoint and their
respective operations.

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