Press Release

Blue Coat Shareholders Approve Merger Agreement with Thoma Bravo

Monday, February 13, 2012

SUNNYVALE, Calif. – February 13, 2012 – Blue Coat Systems, Inc. (Nasdaq: BCSI), a leading provider of Web security and WAN optimization solutions, announced the results of the company’s special meeting of shareholders held earlier today.  The Blue Coat shareholders voted to approve the previously announced merger agreement entered into on December 8, 2011 between Blue Coat and an investor group led by private equity investment firm Thoma Bravo, LLC, which investor group includes the Ontario Teachers’ Pension Plan through its private investment department, Teachers’ Private Capital.  Under the terms of the agreement, the investor group led by Thoma Bravo will acquire all of the outstanding shares of common stock of the Company for $25.81 per share in cash.  The transaction is expected to close on or around February 15, 2012.

Blue Coat shareholders also voted to approve, on an advisory basis, the agreements of Blue Coat and its named executive officers concerning compensation that relates to the merger agreement, together with the aggregate compensation that may be paid to such officers. 

“Today’s shareholder vote confirms the value that this merger brings to our investors and paves the way for Blue Coat to grow its business as a private company,” said Gregory S. Clark, president and chief executive officer, Blue Coat Systems.  “Once private under Thoma Bravo, we can more aggressively advance our leadership in Web security and next generation WAN optimization, while serving our markets with greater focus and determination.”

“We look forward to working with the Blue Coat team to build on the company’s technology strengths and deep relationships with its partners and customers,” said Orlando Bravo, managing partner at Thoma Bravo.  “Blue Coat will be an excellent addition to our portfolio of companies.  We are confident that, as a private company, Blue Coat will be better positioned to fully capitalize on the opportunities in both the Web security and WAN optimization markets.”

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About Blue Coat Systems

Blue Coat Systems is a leading provider of Web security and WAN optimization solutions. Blue Coat offers solutions that provide the visibility, acceleration and security required to optimize and secure the flow of information to any user, on any network, anywhere. This application intelligence enables enterprises to tightly align network investments with business requirements, speed decision making and secure business applications for long-term competitive advantage. Blue Coat also offers service provider solutions for managed security and WAN optimization, as well as carrier-grade caching solutions to save on bandwidth and enhance the end-user Web experience. For additional information, please visit bluecoat.com.

Blue Coat, ProxySG and the Blue Coat logo are registered trademarks or trademarks of Blue Coat Systems, Inc. and/or its affiliates in the United States and certain other countries. All other trademarks mentioned in this document are the property of their respective owners.

Cautionary statement regarding forward-looking statements

This press release contains forward-looking statements within the meaning of that term in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include statements regarding benefits of the proposed transaction, future performance, and the completion of the transaction. These statements are based on the current expectations of management of Blue Coat, involve certain risks, uncertainties, and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and results may differ materially from what is expressed herein. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this document. For example, among other things, conditions to the closing of the transaction may not be satisfied and the transaction may involve unexpected costs, liabilities, or delays, any of which could cause the transaction to not be consummated. Additional factors that may affect the future results of Blue Coat are set forth in its filings with the Securities and Exchange Commission, which are available at www.sec.gov. All forward-looking statements in this release are qualified by these cautionary statements and are made only as of the date of this release. Blue Coat is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.

Media Contacts

Steve Schick
Blue Coat Systems
408-220-2076
Steve.schick@bluecoat.com 

Danielle Ostrovsky
Merritt Group
ostrovsky@merrittgrp.com
703-390-1537

For Thoma Bravo LLC:
Amber Roberts
Lane PR 
212-302-5964

Investor Contacts

Jane Underwood
Blue Coat Systems
jane.underwood@bluecoat.com
408-541-3015