Reliance Industries to Acquire Radisys

HILLSBORO, Ore.–(BUSINESS WIRE)–Radisys Corporation (Nasdaq:RSYS), a global leader of open telecom
solutions (“Radisys” or “the Company”), and Reliance Industries Limited,
India’s largest private sector company (“RIL” or “Reliance”), have
entered into a definitive agreement under which Reliance will acquire
Radisys for US$1.72 per share in cash.


Radisys is a leader in providing open telecom solutions to service
providers worldwide. Headquartered in Hillsboro, Oregon, Radisys has
nearly 600 employees with an engineering team based out of Bangalore,
India, and sales and support offices globally. Radisys delivers value to
service providers and telecom equipment vendors by providing disruptive
open-centric software, hardware and service capabilities that enable the
migration to next-generation network topologies.

“Reliance and Jio have been disrupting legacy business models and
establishing new global benchmarks. Radisys’ top-class management and
engineering team offer Reliance rapid innovation and solution
development expertise globally, which complements our work towards
software-centric disaggregated networks and platforms, enhancing the
value to customers across consumer and enterprise segments,” said Akash
Ambani, Director of Reliance Jio. “This acquisition further accelerates
Jio’s global innovation and technology leadership in the areas of 5G,
IOT and open source architecture adoption.”

Brian Bronson, CEO of Radisys said, “The backing and support of
India-based global conglomerate Reliance, will accelerate our strategy
and the scale required by our customers to further deploy our full suite
of products and services. The Radisys team will continue to work
independently on driving its future growth, innovation and expansion.
The addition of Reliance’s visionary leadership and strong market
position will enhance Radisys’ ability to develop and integrate
large-scale, disruptive, open-centric end-to-end solutions.”

Terms and Financing

The transaction is subject to certain customary closing conditions,
including regulatory approvals and approval of Radisys’ shareholders,
and is expected to close in the fourth quarter of 2018. RIL intends to
finance the transaction through its own internal accruals.

Advisors

Covington & Burling LLP is acting as legal advisor and Ernst & Young
provided diligence and tax advisory services to RIL.

Raymond James & Associates, Inc. is acting as financial advisor and
Baker & McKenzie LLP is acting as legal advisor to Radisys.

Forward Looking Statements

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this communication may constitute
“forward-looking statements.” Forward-looking statements can usually be
identified by the use of words such as “aim,” “anticipate,” “believe,”
“continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,”
“intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,”
“potential,” “project,” “should,” “will” and other expressions which
indicate future events or trends. Such statements include statements as
to the expected timing of completion of the merger, the expected
benefits and costs of the transaction, management plans relating to the
transaction and the satisfaction of all closing conditions to the
transaction, including the ability to obtain shareholder and regulatory
approvals.

These forward-looking statements are based upon certain expectations and
assumptions and are subject to risks and uncertainties. Actual results
could differ materially from those anticipated as a result of various
factors, including the following: Radisys’ shareholders may not approve
the transaction; conditions to the closing of the transaction, including
receipt of required regulatory approvals, may not be satisfied timely,
if at all; the transaction may involve unexpected costs, liabilities or
delays; revenues following the transaction may be lower than expected;
operating costs, customer loss and business disruption (including,
without limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers) may be greater than expected
following the transaction; uncertainties surrounding the transaction;
the outcome of any legal proceedings related to the transaction; Radisys
may be adversely affected by other economic, business, and/or
competitive factors; risks that the pending transaction disrupts current
plans and operations; the retention of key employees of Radisys; other
risks to consummation of the transaction, including circumstances that
could give rise to the termination of the merger agreement and the risk
that the transaction will not be consummated within the expected time
period or at all; and the other risks described from time to time in
Radisys’ reports filed with the Securities and Exchange Commission (the
“SEC”) under the heading “Risk Factors,” including the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2017,
subsequent Quarterly Reports on Form 10-Q and in other of Radisys’
filings with the SEC.

All forward-looking statements are qualified by, and should be
considered in conjunction with, such cautionary statements. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which such statements
were made. Except as required by applicable law, Radisys undertakes no
obligation to update forward-looking statements to reflect events or
circumstances arising after such date.

Additional Information and Where to Find It

In connection with the transaction, Radisys intends to file relevant
materials with the SEC, including a proxy statement on Schedule 14A.
Following the filing of the definitive proxy statement with the SEC,
Radisys will mail the definitive proxy statement and a proxy card to
each shareholder entitled to vote at the special meeting relating to the
transaction. BEFORE MAKING ANY VOTING DECISION, RADISYS SHAREHOLDERS ARE
URGED TO CAREFULLY READ THESE MATERIALS (AND ANY AMENDMENTS OR
SUPPLEMENTS) AND ANY OTHER RELEVANT DOCUMENTS THAT RADISYS FILES WITH
THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. The definitive proxy statement, the preliminary proxy
statement and other relevant materials in connection with the
transaction (when they become available), and any other documents filed
by Radisys with the SEC, may be obtained free of charge at the SEC’s
website (http://www.sec.gov),
at Radisys’ investor website (http://investor.radisys.com),
or by writing or calling Radisys at Radisys Corporation, 5435 NE Dawson
Creek Drive Hillsboro, OR 97124 or by (503) 615-1685.

Participants in the Solicitation

Radisys and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Radisys’ shareholders
with respect to the transaction. Information about Radisys’ directors
and executive officers and their ownership of Radisys’ common stock is
set forth in Radisys’ proxy statement on Form 10-K/A filed with the SEC
on April 26, 2018. To the extent that holdings of Radisys’ securities
have changed since the amounts printed in Radisys’ proxy statement, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Additional information regarding
the identity of the participants in the proxy solicitation, and their
direct or indirect interests in the transaction, by security holdings or
otherwise, will be set forth in the proxy statement and other materials
to be filed with SEC in connection with the transaction.

About Reliance Industries Limited

Reliance Industries Limited (RIL) is India’s largest private sector
company, with a consolidated turnover of USD 66.1 billion, operating
cash profit of USD 9.8 billion and net profit of USD 5.5 billion for the
year ended March 31, 2018. It had cash & equivalent balance of USD 12
billion as of March 31, 2018. It is the first private sector company
from India to feature in Fortune’s Global 500 list of ‘World’s Largest
Corporations’. The Company’s business interests span petroleum refining
and marketing, petrochemicals, retail, hydrocarbon exploration and
production, digital services and telecommunications.

The Group’s digital communications and services initiatives under Jio
brand, have been redefining benchmarks, setting new milestones,
inspiring unprecedented adoption, usage and service metrics. For more
information, visit www.ril.com

About Radisys

Radisys (NASDAQ: RSYS), a global leader in open telecom solutions,
enables service providers to drive disruption with new open architecture
business models. Radisys’ innovative disaggregated and virtualized
enabling technology solutions leverage open reference architectures and
standards, combined with open software and hardware to power business
transformation for the telecom industry, while its world-class services
organization delivers systems integration expertise necessary to solve
communications and content providers’ complex deployment challenges. For
more information, visit www.radisys.com.
1

1 Reliance and Radisys® is a registered copy right and
trademarks of Reliance and Radisys respectively

Contacts

Reliance Industries Limited
Tushar Pania, + 91 9820088536
Reliance
Industries Ltd.
tushar.pania@ril.com
or
Radisys
Corporation

Jon Wilson, 503-615-1685
Chief Financial
Officer.
jon.wilson@radisys.com
or
Radisys
Investor Contact

Brett L.Perry, 214-272-0070
Shelton Group
bperry@sheltongroup.com
or
Radisys
Media Contact

Natasha Tamaskar, 1-978-697-9525
VP of
Global Marketing
natasha.tamasker@radisys.com