UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

BARRACUDA NETWORKS, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

Barracuda Networks, Inc.

3175 S. Winchester Blvd.

Campbell, CA 95008

[●], 201[●]

To the Stockholders of Barracuda Networks, Inc.:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Barracuda Networks, Inc., a Delaware corporation (“Barracuda”, the “Company”, “we”, “us”, or “our”), to be held on [●], 2018, at [●], Pacific time, at [●].

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated November 26, 2017, by and among Barracuda, Project Deep Blue Holdings, LLC, a Delaware limited liability company (“Newco”), and Project Deep Blue Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Newco (“Merger Sub”). Newco and Merger Sub were formed by an affiliate of the private equity investment firm Thoma Bravo, LLC (“Thoma Bravo”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Barracuda (the “Merger”), and Barracuda will become a wholly owned subsidiary of Newco.

If the Merger is completed, you will be entitled to receive $27.55 in cash, without interest, for each share of common stock that you own (unless you have properly exercised your appraisal rights), which represents a premium of : (1) approximately 21.5% over the average closing price of Barracuda’s common stock over the thirty (30) day trading period prior to and including November 24, 2017, the last trading day prior to the date on which Barracuda entered into the Merger Agreement; and (2) approximately 16.3% over the closing price of Barracuda’s common stock on November 24, 2017.

The Board of Directors of Barracuda (the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement, has unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Barracuda and its stockholders; and (2) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Board of Directors recommends that you vote (1) “FOR” the adoption of the Merger Agreement; and (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of common stock.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokerage Firms Call: (212) 493-3910

Stockholders Call Toll Free: (800) 334-0384

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

The accompanying proxy statement is dated [●], 201[●] and, together with the enclosed form of proxy card, is first being mailed on or about [●], 201[●].

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

Barracuda Networks, Inc.

3175 S. Winchester Blvd.

Campbell, CA 95008

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2018

Notice is hereby given that a special meeting of stockholders (the “Special Meeting”) of Barracuda Networks, Inc., a Delaware corporation (“Barracuda”, the “Company”, “we”, “us”, or “our”), will be held on [●], 2018, at [●], at [●], Pacific time, at [●], for the following purposes:

1. To consider and vote on the proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated November 26, 2017, by and among Barracuda, Project Deep Blue Holdings, LLC, a Delaware limited liability company (“Newco”), and Project Deep Blue Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Newco (“Merger Sub”). Newco and Merger Sub were formed by affiliates of the private equity investment firm Thoma Bravo, LLC (“Thoma Bravo”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Barracuda (the “Merger”), and Barracuda will become a wholly-owned subsidiary of Newco;

2. To consider and vote on any proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and

3. To transact any other business that may properly come before the Special Meeting or any adjournment, postponement or other delay of the Special Meeting.

Only stockholders of record as of the close of business on [●], 201[●] are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; and (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

Dated: [●], 201[●]

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a stockholder of record, voting in person by ballot at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to (1) return your proxy card; (2) grant your proxy electronically over the Internet or by telephone; or (3) attend the Special Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the other two proposals.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokerage Firms Call: (212) 493-3910

Stockholders Call Toll Free: (800) 334-0384

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. We encourage you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption “Where You Can Find More Information.”

1) To adopt the Merger Agreement pursuant to which Merger Sub will merge with and into Barracuda, and Barracuda will become a wholly-owned subsidiary of Newco; and

2) To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Even if you plan to attend the Special Meeting in person, to ensure that your shares will be represented at the Special Meeting we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

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The Board of Directors recommends that you vote (1) “FOR” the adoption of the Merger Agreement; and (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Under specified circumstances, Barracuda will be required to pay Newco a termination fee upon the termination of the Merger Agreement, as described in the section of this proxy statement captioned “The Merger Agreement — Termination Fees and Expense Reimbursement.”

If a quorum is present at the Special Meeting, the failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the Internet or by telephone; or (3) vote in person by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on the adjournment proposal. Abstentions will have the same effect as a vote “AGAINST” the adjournment proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the

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stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone. Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet or by telephone, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting in person, you are strongly encouraged to vote your shares of common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of common stock in person by ballot at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote in person by ballot, your previous vote by proxy will not be counted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee.

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If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted (1) “FOR” the adoption of the Merger Agreement; and (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card.

A Non-U.S. Holder (as defined under the caption “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of common stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States.

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Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the Merger in light of your own particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction. A more complete description of material U.S. federal income tax consequences of the Merger is provided under the caption “The Merger — Material U.S. Federal Income Tax Consequences of the Merger.”

Each unvested Barracuda stock option outstanding as of immediately prior to the Effective Time (and that will not vest in connection with the Merger) will be cancelled and converted into the contingent right to receive at the Effective Time an amount in cash (without interest and subject to deduction for any required withholding tax), equal to the product of: (1) the excess, if any, of $27.55 per share over the exercise price per share of each such unvested Barracuda stock option; and (2) the Contingent Option Consideration. The Contingent Option Consideration will be subject to the holder remaining continuously employed with the Surviving Corporation and satisfaction of the original vesting conditions applicable to the underlying unvested Barracuda stock option. As soon as practicable (and in no event more than 30 calendar days) following satisfaction of the original vesting conditions, the Contingent Option Consideration will be paid without interest and less any required withholding taxes.

Each outstanding Barracuda stock option with an exercise price per share equal to or greater than $27.55 per share will be cancelled without consideration upon the Effective Time.

Restricted Stock Units

Each vested RSU outstanding as of immediately prior to the Effective Time (including any RSU that becomes a vested RSU in connection with the Merger) will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) $27.55 per share and (2) the number of shares of common stock subject to such vested RSU to be paid as soon as practicable (and in no event more than 30 calendar days) following the Closing.

Each unvested RSU outstanding immediately prior to the Effective Time (and that will not vest in connection with the Merger), will be cancelled and converted into the contingent right to receive an amount in cash (without interest and subject to deduction for any required withholding) equal to the product of (1) $27.55 per share, and (2) the Contingent RSU Consideration. The Contingent RSU Consideration will be subject to the holder remaining continuously employed with the Surviving Corporation and satisfaction of the original vesting conditions applicable to the underlying unvested RSU. As soon as practicable (and in no event more than 30 calendar days) following satisfaction of the original vesting conditions, the Contingent RSU Consideration will be paid without interest and less any required withholding taxes.

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D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokerage Firms Call: (212) 493-3910

Stockholders Call Toll Free: (800) 334-0384

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FORWARD-LOOKING STATEMENTS

This proxy statement, the documents to which we refer you in this proxy statement and information included in oral statements or other written statements made or to be made by us or on our behalf contain “forward-looking statements” that do not directly or exclusively relate to historical facts. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “should,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast” and other words of similar import. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

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Consequently, all of the forward-looking statements that we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including (1) the information contained under this caption; and (2) the information contained under the caption “Risk Factors” and information in our consolidated financial statements and notes thereto included in our most recent filings on Forms 10-K and 10-Q. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

We will hold the Special Meeting on [●], 2018, at [●], Pacific time, at [●].

Purpose of the Special Meeting

At the Special Meeting, we will ask stockholders to vote on proposals to (i) adopt the Merger Agreement, and (ii) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at our principal executive offices, located at 3175 S. Winchester Blvd., Campbell, CA 95008, during regular business hours for a period of no less than ten days before the Special Meeting and at the place of the Special Meeting during the meeting.

As of the Record Date, there were [●] shares of common stock outstanding and entitled to vote at the Special Meeting.

The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the outstanding shares of common stock is required to adopt the Merger Agreement. Adoption of the Merger Agreement by stockholders is a condition to the closing of the Merger.

Approval of the proposal to adjourn the Special Meeting, whether or not a quorum is present, requires the affirmative vote of a majority of the voting power of the shares of stock present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter. If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement. For stockholders who attend the meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the stockholder voted and “AGAINST” any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on (i) any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote the shares. “Broker non-votes,” if any, will be counted for the purpose of determining whether a quorum is present.

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Shares Held by Barracuda’s Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [●] shares of common stock, representing approximately [●]% of the shares of common stock outstanding on the Record Date. Our directors and executive officers have executed voting agreements obligating them to vote all of their shares of common stock (1) “FOR” the adoption of the Merger Agreement; and (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and have further informed us that they currently intend to vote.

Voting of Proxies

If your shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote in person at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Special Meeting and wish to vote in person, you will be given a ballot at the Special Meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted (1) “FOR” adoption of the Merger Agreement; and (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting in person with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement but will not have any effect on the adjournment proposal.

Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

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If you have submitted a proxy, your appearance at the Special Meeting, in the absence of voting in person or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

Board of Directors’ Recommendation

The Board of Directors, after considering various factors described under the caption “The Merger — Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Barracuda and stockholders and (ii) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Board of Directors unanimously recommends that you vote (x) “FOR” the adoption of the Merger Agreement; and (y) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Barracuda. We have retained D.F. King & Co., Inc., a proxy solicitation firm (the “Proxy Solicitor”), to solicit proxies in connection with the Special Meeting at a cost of approximately $[●] plus expenses. We will also indemnify the Proxy Solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger Agreement and the completion of an eighteen (18)-business day marketing period that Newco may use to complete its financing for the Merger, we anticipate that the Merger will be consummated in the first calendar quarter of 2018.

Appraisal Rights

If the Merger is completed and certain other statutory requirements described herein are met, stockholders who do not vote in favor of the adoption of the Merger Agreement, who continuously hold such shares through the Effective Time of the Merger and who properly demand appraisal of their shares may be entitled to appraisal rights in connection with the Merger under Section 262 of the DGCL. This means that holders of shares of common stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court as described further herein, so long as they comply with the procedures established by Section 262 of the DGCL and certain other conditions relating to stock ownership thresholds are met. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

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Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the Per Share Merger Consideration.

To exercise your appraisal rights, you must (i) deliver a written demand for appraisal to Barracuda before the vote is taken on the proposal to adopt the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; and (iii) continue to hold your shares of common stock through the Effective Time. Additionally, certain other conditions, described further herein, must be met. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex C to this proxy statement. If you hold your shares of common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm or nominee.

Other Matters

At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting, your shares of common stock will be voted in accordance with the discretion of the appointed proxy holders.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [●], 2018

The proxy statement is available at www.barracuda.com/company/investors under “Financials — SEC Filings.”

Householding of Special Meeting Materials

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents this year or in future years, follow the instructions described below. Similarly, if you share an address with another stockholder and together both of you would like to receive only a single set of our disclosure documents, follow these instructions.

If you are a stockholder of record, you may contact us by writing to Barracuda Networks, Inc., Attention: Investor Relations, 3175 S. Winchester Blvd., Campbell, CA 95008 or calling our Investor Relations Department at (415) 217-7722. Eligible stockholders of record receiving multiple copies of this proxy statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

Questions and Additional Information

If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our Proxy Solicitor:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokerage Firms Call: (212) 493-3910

Stockholders Call Toll Free: (800) 334-0384

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

We are asking you to approve and adopt the Merger Agreement and the Merger contemplated by the Merger Agreement.

For a summary of and detailed information regarding this proposal, see the information about the Merger Agreement and the Merger throughout this proxy statement, including the information set forth in the sections captioned “The Merger” beginning on page [●] of this proxy statement and “The Merger Agreement” beginning on page [●] of this proxy statement. A copy of the Merger Agreement is attached to this proxy statement as Annex A. You are urged to read the Merger Agreement carefully in its entirety.

Under applicable law, we cannot complete the Merger without the affirmative vote of a majority of the outstanding shares of Barracuda common stock voting in favor of the proposal to approve and adopt the Merger Agreement and the Merger. If you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have the same effect as a vote against the proposal to adopt the Merger Agreement.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

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PROPOSAL 2: ADJOURNMENT OF THE SPECIAL MEETING

We are asking you to approve a proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. If stockholders approve the adjournment proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including proxies from stockholders that have previously returned properly executed proxies voting against adoption of the Merger Agreement. Among other things, approval of the adjournment proposal could mean that, even if we had received proxies representing a sufficient number of votes against adoption of the Merger Agreement such that the proposal to adopt the Merger Agreement would be defeated, we could adjourn the Special Meeting without a vote on the adoption of the Merger Agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the Merger Agreement. Additionally, we may seek to adjourn the Special Meeting if a quorum is not present or otherwise at the discretion of the chairman of the Special Meeting.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Parties Involved in the Merger

Barracuda Networks, Inc.

3175 S. Winchester Blvd.

Campbell, CA 95008

Barracuda simplifies IT with cloud-enabled solutions that empower customers to protect their networks, applications and data, regardless of where they reside. These powerful, easy-to-use and affordable solutions are trusted by more than 150,000 organizations worldwide and are delivered in appliance, virtual appliance, cloud and hybrid deployment configurations. Barracuda’s customer-centric business model focuses on delivering high-value, subscription-based IT solutions that provide end-to-end network and data protection.

Barracuda’s common stock is listed on the NYSE under the symbol “CUDA”.

Project Deep Blue Holdings, LLC

c/o Thoma Bravo, LLC

600 Montgomery Street, 32nd Floor

San Francisco, CA 94111

Newco was formed on November 9, 2017, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Project Deep Blue Merger Corp.

c/o Thoma Bravo LLC

600 Montgomery Street, 32nd Floor

San Francisco, CA 94111

Merger Sub is a wholly owned direct subsidiary of Newco and was formed on November 9, 2017, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Newco and Merger Sub are each affiliated with TBFXII. In connection with the transactions contemplated by the Merger Agreement, (1) TBFXII has provided to Newco equity commitments of up to approximately $740 million; and (2) Newco has obtained debt financing commitments from Goldman Sachs & Co. LLC, Credit Suisse Securities (USA) LLC, UBS AG, Stamford Branch and UBS Securities LLC and certain of their respective affiliates for an aggregate amount of $835 million, which will be available to fund a portion of the payments contemplated by the Merger Agreement (in each case, pursuant to the terms and conditions as described further under the caption “The Merger — Financing of the Merger”). After giving effect to the Merger, Barracuda, as the Surviving Corporation, will be affiliated with TBFXII.

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into Barracuda, and Barracuda will continue as the Surviving Corporation and as a

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wholly owned subsidiary of Newco. As a result of the Merger, Barracuda will become a wholly owned subsidiary of Newco, and our common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware (or at such later time as we, Newco and Merger Sub may agree and specify in the Certificate of Merger).

Effect on Barracuda if the Merger is Not Completed

If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of common stock. Instead, Barracuda will remain an independent public company, our common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and we will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, we expect that management will operate the business in a manner similar to that in which it is being operated today and that stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Barracuda operates and risks related to adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that caused the Merger not to be completed, the price of our common stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of common stock. If the Merger is not completed, the Board of Directors will continue to evaluate and review Barracuda’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate. If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board of Directors will be offered or that Barracuda’s business, prospects or results of operation will not be adversely impacted.

In addition, Barracuda will be required to pay to Newco a termination fee of $48.26 million if the Merger Agreement is terminated under specified circumstances. In certain cases where Newco cannot collect the termination fee of $48.26 million, it may be due up to $3 million from Barracuda as reimbursement for expenses related to the transactions contemplated by the Merger Agreement. In no case will Newco be due its termination fee and expense reimbursement; if Newco has collected any money for expense reimbursements, such amounts will be deducted from the termination fee when due. For more information please see the section captioned “The Merger Agreement—Termination Fees and Expense Reimbursement.”

Merger Consideration

In the Merger, each outstanding share of common stock (other than shares owned by (1) Newco, Merger Sub or Barracuda, or by any direct or indirect wholly-owned subsidiary of Newco, Merger Sub or Barracuda; and (2) stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) will be converted into the right to receive the Per Share Merger Consideration.

After the Merger is completed, you will have the right to receive the Per Share Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights may have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by Delaware law, as described below under the caption “The Merger—Appraisal Rights”).

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Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation among the Board of Directors, the Special Committee (as defined below) or the representatives of Barracuda and other parties.

In the months leading up to November 2015, Barracuda received a series of inbound inquiries from several private equity firms who were familiar with the Company’s business and its management team, including Thoma Bravo. A member of Barracuda’s Board of Directors, co-founder and management team at the time, Mr. Michael Perone, and Mr. Orlando Bravo, a managing partner at Thoma Bravo, have known each other for years, including socially, and have discussed Barracuda from time to time. Members of the Board of Directors and management met with representatives of Morgan Stanley in early November 2015 to discuss the Company’s business strategies and positioning in the market. Shortly thereafter, on November 6, 2015, the full Board of Directors met and discussed the Company’s recent meeting with Morgan Stanley and the Company’s strategic alternatives.

On November 10, 2015, Barracuda received a written proposal from Thoma Bravo in which Thoma Bravo expressed interest in acquiring Barracuda for $27.00 per share in cash. At the time, Barracuda’s stock was trading at $19.78 per share. The foregoing letter was promptly disseminated to the Board of Directors.

The Board of Directors and management met several times during the month of November 2015 to review the Company’s business strategies, long-term financial plan and potential strategic alternatives. On November 18, 2015, the Board of Directors approved Barracuda’s engagement of Morgan Stanley as its financial advisor to assist the Board of Directors and management with a review of the Company’s strategic alternatives (including a potential sale of the Company). The Board of Directors selected Morgan Stanley as its financial advisor based on their knowledge of the Company and the industry in which it competes, as well as their qualifications, experience and expertise in advising other similar companies in similar circumstances. Barracuda entered into a formal engagement letter with Morgan Stanley on November 23, 2015.

Throughout November and December of 2015, with the approval of the Board of Directors, representatives of management and Morgan Stanley had discussions with Thoma Bravo and another financial sponsor, referred to as Sponsor A, to better understand their interest in the Company. During the course of such discussions, Barracuda’s management and the Board of Directors continued to evaluate Barracuda’s stand-alone business strategies, long term financial prospects and strategic alternatives. While this evaluation process was ongoing and pending the completion of the Company’s third quarter, the Board of Directors did not make any determinations regarding the initiation of a formal outreach process to potential buyers or strategic partners.

During early December, representatives of management and Morgan Stanley reviewed the preliminary financial and operating results for the quarter ended November 30, 2015 with Thoma Bravo and Sponsor A. While revenue and earnings were consistent with Barracuda’s guidance, billings were below expectations. During the quarter, customer demand in various markets had shifted from traditional and on-premise solutions to hybrid, public cloud and managed service solutions more quickly than the Company had anticipated, which resulted in longer sales cycles and contracts with shorter contract terms, which negatively impacted billings.

On December 14, 2015, representatives of Sponsor A spoke to Morgan Stanley and verbally expressed interest in acquiring the Company for a price of $21.00-$22.00 per share. Morgan Stanley promptly informed Barracuda’s management and the Board of Directors of Sponsor A’s expression of interest.

On December 15, 2015, representatives of Thoma Bravo advised that, following their review of the preliminary financial results, they were not able to commit to a valuation to pursue a Company acquisition.

On January 5, 2016, the Board of Directors met and reviewed the Company’s financial results for the quarter ended November 30, 2015.

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On January 7, 2016, Barracuda announced its earnings for the quarter ended November 30, 2015 after the closing of market trading. On the day following the Company’s earnings announcement, Barracuda’s stock closed at $10.73 per share, down from a closing price of $16.43 the previous day, representing a decrease of approximately 35%.

On February 1, 2016, a Bloomberg article reported that Barracuda was working with Morgan Stanley to explore a sale of the Company. The trading price of Barracuda’s common stock closed that day at $11.75, up from a closing price of $10.58 on the previous trading day, representing an increase of approximately 10%.

On February 11, 2016, Okumus Fund Management, an activist fund, filed a Schedule 13G with the SEC, disclosing that it had accumulated beneficial ownership of approximately 7.0% of Barracuda’s outstanding shares of common stock. Members of Barracuda management and the Board of Directors discussed the potential implications of the purchase and several of them spoke with representatives of Okumus regarding its investment. On November 14, 2016, Okumus reported in an SEC filing that it had liquidated its holdings in Barracuda as of September 30, 2016.

Following the Bloomberg article, over the next several months, five strategic parties and 19 financial sponsors contacted representatives of Morgan Stanley to express interest in a potential acquisition of Barracuda.

The Board of Directors continued to review Barracuda’s business and prospects, including its product strategy and ongoing efforts to transition its offerings to public cloud solutions, competitive dynamics in its markets and ways to accelerate growth.

On July 27, 2016, the Board of Directors met to consider commencing an exploratory sale process. At the request of the Board of Directors, management and representatives of Morgan Stanley and Wilson Sonsini Goodrich and Rosati, Professional Corporation (“WSGR”), legal counsel to Barracuda, also attended this meeting. At this meeting, representatives of Morgan Stanley presented an overview of a potential exploratory sale process, including the buyer outreach strategy, the overall timing of the process, communication strategy and additional considerations. The Board of Directors also discussed whether it was appropriate to conduct an exploratory sale process given the status of the Company’s business and conditions in the mergers and acquisitions market generally. After discussion, the Board of Directors determined to initiate an exploratory sale process. The Board of Directors authorized Morgan Stanley to contact a list of strategic parties and financial sponsors, including those, such as Thoma Bravo, that had contacted the Company or representatives of Morgan Stanley over the previous few months to express their interest in the Company, to gauge their interest in a transaction with the Company. At this time and given the involvement of financial sponsors, the Board of Directors also considered whether to form a transaction committee to oversee the sale process, both to address any conflicts of interest that could arise in connection with the process and to ensure that the Board of Directors remained actively involved in the process through such committee. The Board of Directors decided not to form a transaction committee at that time due to the absence of any conflicts of interest at such time and the full Board of Directors’ desire to remain actively involved in any consideration and discussion of potential strategic transactions, but determined to reevaluate whether to form a committee following receipt of initial indications of interest.

At the direction of the Board of Directors, from July 28, 2016 through September 1, 2016, Morgan Stanley contacted eight strategic parties and eighteen financial sponsors and received one inbound inquiry from an additional financial sponsor and one inbound inquiry from an additional strategic party. Of those parties, 16 financial sponsors, including Thoma Bravo and the additional financial sponsor who submitted an inbound inquiry, and two strategic parties, including a party we refer to as Strategic Acquirer A and the additional strategic party who submitted an inbound inquiry, expressed interest in the Company.

On September 1, 2016, Barracuda received a first round of non-binding acquisition proposals from the interested parties, which included written proposals from two financial sponsors referred to as Sponsor B and Sponsor C. Sponsor B’s proposal contained a price range of $23.75-$24.25 per share and Sponsor C’s proposal

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contemplated a combination of Barracuda with an affiliated entity of Sponsor C, resulting in a Sponsor C’s acquisition of 27%-31% of the Company’s fully diluted equity and Barracuda stockholders’ receipt of a cash dividend of $8.71-$11.26 per share. In addition, two other financial sponsors provided verbal proposals at prices at or slightly above the then prevailing trading price of Barracuda stock. Five other financial sponsors who had expressed interest in the Company (including Thoma Bravo) however, did not make formal or informal proposals at this time, indicating to representatives of Morgan Stanley that they would not be in a position to make an offer to acquire the Company for a price above the then prevailing trading price of Barracuda’s stock. Barracuda’s stock price closed at $23.69 on September 1, 2016.

On September 2, 2016, the Board of Directors met to discuss the status of the Company’s strategic outreach process and to receive a report from Morgan Stanley on the first round acquisition proposals received by the Company. During this meeting, Morgan Stanley outlined the key terms of the acquisition proposals, in comparison to a preliminary financial analysis of the Company. The Board of Directors discussed the foregoing and the Company’s stand-alone business strategies and prospects. After discussion, the Board of Directors decided to continue the strategic process to determine if the acquisition proposals could be improved or any additional proposals could be obtained, but did not make any decision at this time to sell the Company.

On September 9, 2016, the Board of Directors met again to discuss the status of the Company’s strategic outreach process. Representatives of Morgan Stanley informed the Board of Directors that two additional financial sponsors, referred to as Sponsor D and Sponsor E, had submitted non-binding proposals with price ranges of $23.00-$24.00 and $23.00-$25.00, respectively. Representatives of Morgan Stanley then updated the Board of Directors on recent meetings with Strategic Acquirer A as well as the other strategic party which had previously expressed interest. Representatives of Morgan Stanley noted that the management team of Strategic Acquirer A had expressed interest in engaging with the Company but had indicated that it needed additional time to obtain support internally to make an offer. The Board of Directors authorized management, with the assistance of Morgan Stanley, to continue their engagement with interested parties in an effort to encourage improved acquisition proposals.

On September 15, 2016, the Board of Directors approved the creation of a committee of directors comprised of Jeffry Allen, Gordon Stitt and John Kispert (the “Special Committee”), to supervise and manage the Company’s strategic outreach process and to mitigate any actual or potential conflicts of interest that could arise in connection with the process and ensure that directors remained actively involved in the process. The Board of Directors resolved that it would not approve a sale transaction that resulted from the then ongoing 2016 process unless it received an affirmative recommendation from the Special Committee.

During the month of September, representatives of Morgan Stanley and members of Barracuda management continued to meet with various strategic parties and financial sponsors to further their understanding of the Company and encourage improved acquisition proposals from each of them.

On September 28, 2016, the Special Committee held a meeting to receive a report on the Company’s strategic outreach process. At this meeting, representatives of Morgan Stanley reported on the status of discussions with each strategic party and financial sponsor that was engaged in discussions with the Company. Representatives of Morgan Stanley further informed the Special Committee that all of the actively interested parties had suggested they would likely defer continued progress on a potential transaction until the Company had released its second quarter earnings in October 2016 in order to assess the Company’s current business performance and outlook, as well as the market’s reaction to the same. After discussions, the Special Committee agreed to continue the process until another round of proposals were due to be received in early October.

On October 11, 2016, the Special Committee held a meeting to receive a report on the Company’s strategic outreach process. Representatives of Morgan Stanley reviewed the current list of potential acquirers and the current price range from each. Morgan Stanley informed the Special Committee that the financial sponsors that were evaluating a transaction with Barracuda appeared to be valuing the Company in a price range of $22.00-

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$24.00 per share due to concerns regarding Barracuda’s current and post-earnings market price. At the time, Barracuda’s stock was trading at $23.33 per share. Morgan Stanley also described a revised proposal the Company had received from Sponsor C, which contemplated that Sponsor C would acquire a greater ownership interest in the Company from 27%-31% to 34%-39%, and give Barracuda’s stockholders a larger cash dividend from $8.71-$11.26 to $13.35-$14.26. Representatives of Morgan Stanley then described that Strategic Acquirer A continued to express interest in the Company but stated that it was facing internal challenges that were impeding their ability to make a formal proposal. After discussion, the Special Committee decided to continue the strategic outreach process until October 13, 2016, the date on which Morgan Stanley had requested all interested parties submit revised proposals for consideration by the Company.

In the afternoon of October 13, 2016, the Special Committee held a meeting. Mr. Jenkins reported that Strategic Acquirer A had not submitted a formal offer within the bid deadline and the other interested parties each submitted a final non-binding proposal, but had not improved their bid price from their preliminary proposal and in fact, Sponsor B had lowered its bid as described below. The Special Committee discussed how to proceed and whether to terminate the process. Following such discussion, the Special Committee determined that it would recommend to the Board of Directors that the Company’s strategic outreach process be terminated.

On October 14, 2016, the Board of Directors met. The Special Committee provided an update on the strategic outreach process and its recommendation to terminate the process. The Board of Directors discussed and accepted the Special Committee’s recommendation. The strategic outreach process was terminated, and accordingly, the Special Committee terminated as a result.

Also on October 14, 2016, representatives of Morgan Stanley sent a summary of the strategic process to Barracuda, which noted that: (1) Sponsor B lowered bid from $23.75-$24.25 to “around $22” (2) Sponsor C reaffirmed its prior proposal to effect a combination between Barracuda and an affiliated entity of Sponsor C, resulting in Sponsor C’s acquisition of 34%-39% of the Company’s fully diluted equity and Barracuda stockholders’ receipt of a cash dividend of $13.35-$14.26 per share, (3) Sponsor D reaffirmed its range of $23.00-$24.00, (4) Sponsor E indicated it was not at the upper limit of its range which was $23.00-$25.00 and (5) Strategic Acquirer A did not provide a bid, but indicated they were at a price below market. The closing trading price of Barracuda’s common stock that day was $25.52.

Following the termination of the strategic process in October 2016, representatives of Barracuda remained in contact with representatives of Sponsor D and engaged in periodic updates on the Company, including a meeting on July 13, 2017, with the most recent outreach from Sponsor D to the Company on September 16, 2017. Sponsor D did not make any proposals to acquire Barracuda.

At the end of March 2017, Mr. Perone and Mr. Jenkins discussed scheduling a meeting with Thoma Bravo to provide an update on the Company, and Mr. Perone then reached out to Mr. Bravo. In early April 2017, representatives of Thoma Bravo contacted Barracuda management to propose a meeting.

On April 17, 2017, Barracuda announced its earnings for the quarter and fiscal year ended February 28, 2017 after the closing of market trading. Barracuda provided guidance on revenue and earnings for the first quarter ending May 31, 2017 that was below Wall Street consensus estimates and reported that renewal rates had declined from prior periods. On the day following the Company’s earnings announcement, Barracuda’s stock closed at $19.71 per share, down from a closing price of $23.41 the previous day, representing a decrease of approximately 16%.

On April 27, 2017, members of Barracuda’s management met with representatives of Thoma Bravo at Thoma Bravo’s office in San Francisco, California. Barracuda’s management met again with representatives of Thoma Bravo on April 30, 2017 and again on June 6, 2017 at Barracuda’s office in Campbell, California. During both meetings, management described the Company’s strategic plans and outlook and Thoma Bravo offered its perspectives on the market and the Company’s business opportunities. During these meetings, Thoma Bravo did not make any proposals regarding a transaction with the Company.

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Throughout June and early July of 2017, Barracuda continued to speak periodically with various principals at Thoma Bravo regarding market conditions and the Company’s business outlook. In mid-June, Mr. Perone and Mr. Bravo spoke, and Mr. Bravo mentioned that Thoma Bravo might be able to offer a price of $26.00 per share to acquire Barracuda. Mr. Perone suggested that Thomas Bravo send any proposal to the Board of Directors for consideration and did not offer any insight into how the Board of Directors would respond to such a proposal.

On July 11, 2017, Barracuda received a written proposal from Thoma Bravo in which Thoma Bravo expressed its preliminary interest in acquiring the Company for $26.00 per share, subject to a number of customary conditions such as confirmatory due diligence. The letter stated that the offer would be fully financed with commitments from Thoma Bravo and its affiliates as well as underwritten debt commitments from its lending partners. In addition, the letter of intent advised that Thoma Bravo was not interested in being part of a process to market and sell the Company and that, in the absence of a prompt response and active engagement by Barracuda, the offer would be withdrawn. Barracuda’s stock closed at $23.18 per share on July 11, 2017. Thoma Bravo’s proposal was promptly delivered to the members of the Board of Directors.

On July 26, 2017, the Board of Directors met. Mr. Jenkins updated the Board of Directors regarding the current trends in the Company’s market, including consolidation activity, competitive positioning and risks and opportunities. The Board of Directors discussed the Company’s efforts to shift its focus to expand core products, divest its non-core products and explore potential growth opportunities, as well as the impact on the Company’s financials and potential negative market reaction. The Board of Directors then discussed Thoma Bravo’s proposal. Following discussions, the Board of Directors directed Mr. Jenkins to inform Thoma Bravo that the Company was focused on its business at the time. On July 27, 2017, Mr. Jenkins had a telephone conversation with representatives of Thoma Bravo and informed them of the Board of Directors’ response to their proposal.

From August to October 2017, the parties engaged in various informal discussions about whether or not Thoma Bravo would submit a new offer and what the terms of such an offer might be. On August 10, 2017, Mr. Bravo mentioned in an informal conversation with Mr. Perone that Thoma Bravo might submit an offer at $27.00 per share or potentially higher. Mr. Perone suggested that Thomas Bravo send any proposal to the Board of Directors for consideration and did not offer any insight into how the Board of Directors would respond to such a proposal.

On October 10, 2017, Barracuda announced the financial results for its second fiscal quarter ended August 31, 2017. Barracuda reported gross billings for the quarter that exceeded analyst consensus estimates and subscriber growth of 17% year over year, reflecting continued public cloud growth. However, operating income fell below analyst consensus estimates, due in part to increased sales and marketing expenses to target growth opportunities and continued investment in the transition to the cloud. The closing trading price of Barracuda’s common stock on the day following the announcement was $22.65, down from a closing trading price of $25.74 the day of the announcement, representing a decrease of 12%.

On October 11, 2017, following the Company’s earnings announcement, Mr. Jenkins received a call from representatives of Thoma Bravo, during which they informed Mr. Jenkins that they intended to send a revised proposal to acquire Barracuda for $27.00 per share. Shortly thereafter, the Company received Thoma Bravo’s revised non-binding proposal to acquire Barracuda for $27.00 per share, a 19% premium to that day’s closing price, which was promptly delivered to the Board of Directors. The proposal included terms and conditions similar to Thoma Bravo’s July 11, 2017 proposal. Additionally, Thoma Bravo’s proposal included a proposed form of merger agreement, equity commitment letter and limited guaranty. Thoma Bravo’s proposal also indicated that Thoma Bravo was prepared to negotiate a transaction very quickly and required a 15-business day exclusivity period. The October 11, 2017 letter did not provide an expiration date.

On the following day, October 12, 2017, Mr. Jenkins had a telephone conversation with representatives of Thoma Bravo in which they said that Thoma Bravo would be sending a revised proposal. Later in the day on October 12, 2017, Thoma Bravo submitted a revised non-binding proposal to acquire Barracuda for $27.00 per

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share, on the same terms and conditions as the letter previously submitted on October 11, 2017, but with an expiration date of October 16, 2017.

On October 13, 2017, the Board of Directors held a special meeting, with members of management and WSGR in attendance. Mr. Jenkins provided an update on activities since the last Board of Directors meeting and described Barracuda’s recent activities regarding a potential acquisition of Sonian Inc., a leading provider of public cloud archiving and business insights, noting that Barracuda had executed a 30-day exclusivity agreement to negotiate a transaction which would expire on November 3, 2017. During the meeting, Mr. Jenkins updated the Board of Directors regarding discussions with representatives of Thoma Bravo on October 11, 2017 and October 12, 2017 and the proposals received from Thoma Bravo on each of those dates. During the meeting, Mr. Jenkins advised the Board of Directors that earlier that month, representatives of Morgan Stanley had spoken with the management team of Strategic Acquirer A. Mr. Jenkins noted that the management team of Strategic Acquirer A indicated that they were still evaluating whether to engage with Barracuda, but had not been able to garner sufficient internal support to make an offer. At the Board of Directors’ request, WSGR reviewed the fiduciary duties of the Board of Directors and the duty to disclose any conflicts of interest in connection with the discussions with Thoma Bravo. No potential conflicts were disclosed, accordingly, the discussions with Thoma Bravo proceeded without the formation of a transaction committee of independent directors.

Additionally, at the meeting on October 13, 2017, representatives of WSGR reviewed the process for considering Thoma Bravo’s proposal and any other offers that might be received. The Board of Directors discussed how to respond to Thoma Bravo’s proposal, Barracuda’s financial and operating performance, including competitive risk as market participants move to pursue public cloud leadership, and strategic alternatives. As part of the process of reviewing the offer from Thoma Bravo and considering any other offers that might be received, the Board of Directors requested that management provide an updated financial model and risks associated with the model to the Board of Directors. The Board of Directors then met with representatives of WSGR without management present and further discussed whether to engage with Thoma Bravo and the risks and potential opportunities in executing Barracuda’s business plan. The Board of Directors further agreed that Barracuda should provide Thoma Bravo with a response to its proposal by October 16, 2017 and designated John Kispert to be the principal negotiator. The Board of Directors also discussed whether to proceed without a market check, given that it had run a process with a market check the prior year. The Board of Directors agreed to enlist the support of Morgan Stanley to evaluate the proposal from Thoma Bravo.

On October 14, 2017, Mr. Jenkins spoke with representatives of Thoma Bravo and advised them that Barracuda’s Board of Directors was discussing their proposal and would provide a response the following week.

On October 20, 2017, the Board of Directors held another special meeting, with representatives of WSGR and, for a portion of the meeting, Barracuda management and representatives of Morgan Stanley in attendance. During this meeting, the Board of Directors reviewed Barracuda’s financial performance to date for its third fiscal quarter ending November 30, 2017 and plans for its fourth quarter ending February 28, 2018 and assumptions and potential challenges in achieving projected results. At the request of the Board of Directors, representatives of Morgan Stanley provided an overview of Barracuda’s strategic situation, including a summary of the terms of the unsolicited letter of intent submitted to the Barracuda by Thoma Bravo and highlights of the strategic process that took place between July 2016 and October 2016. Representatives of Morgan Stanley noted that they had contacted 18 financial sponsors and eight strategic parties during that time and received one inbound inquiry from an additional financial sponsor and received an inbound inquiry from an additional strategic party. Of those parties, 15 financial sponsors and two strategic parties engaged with Morgan Stanley and met with Barracuda’s management. A representative of Morgan Stanley reviewed with the Board of Directors the range of bids received in September 2016 and October 2016, the maximum of which was $25.00 during a time frame when the market price of the Company’s stock was $24.86 on October 5, 2016 and up to $25.52 on October 14, 2016; thus, the Board of Directors considered that none of the proposals the Company had received during its 2016 strategic process exceeded the current offer from Thoma Bravo for $27.00 per share. The Board of Directors discussed with representatives of Morgan Stanley the request by Thoma Bravo that Barracuda enter

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into exclusivity with Thoma Bravo. Additionally, at the request of the Board of Directors, management reviewed management’s financial models (as discussed further in the section of this proxy statement captioned, “The Merger – Management Projections”) and representatives of Morgan Stanley reviewed and discussed with the Board preliminary perspectives on the valuation of Barracuda, which included, a preliminary valuation analysis of Barracuda and the methodologies underlying such analysis. The Board of Directors discussed with Morgan Stanley the outcome of Company’s 2016 strategic process and assessed the risks associated with commencing another strategic outreach process, including the risk that Thoma Bravo would withdraw its offer or the risk that a process could result in a lower overall bid price. The Board of Directors also discussed with management and the representatives from WSGR and Morgan Stanley making a request to Thoma Bravo that the deal structure include a “go shop” provision which would allow Barracuda to actively market the Company to other potential bidders for a period of time after signing a definitive agreement with Thoma Bravo. The Board of Directors considered the fact that “go-shop” provisions, while commonly utilized, rarely lead to topping bids. The Board of Directors also discussed its view that Strategic Acquirer A would not be in a position to garner sufficient internal support to engage with the Company in the near-term. Following this discussion, the Board of Directors discussed with members of management and representatives of WSGR to review the fiduciary duties of the Board of Directors relating to a potential strategic transaction. The Board of Directors then met in executive session with representatives of WSGR. At the conclusion of the meeting, the Board of Directors determined that it would continue discussions with Thoma Bravo and that it would not undertake another strategic outreach process given the results of the Company’s 2016 strategic process and the risks associated with starting another process. The Board of Directors directed Mr. Kispert to inform Thoma Bravo that Barracuda would engage in discussions regarding a potential transaction.

On October 22, 2017, the Board of Directors held a special meeting, with representatives of WSGR and, for a portion of the meeting, Barracuda management and representatives of Morgan Stanley in attendance. During this meeting, representatives of Morgan Stanley reviewed the proposal submitted by Thoma Bravo, and discussed assumptions of the Company’s fully diluted share count underlying Thoma Bravo’s proposal, which did not include the impact of the recently approved refresh equity awards. These awards had been approved by the Compensation Committee of the Board of Directors in regular course as part of its annual review process on September 28, 2017, and thus had not been included in the Company’s then most recent quarterly report for the period ended August 31, 2017. Morgan Stanley and the Board also discussed preliminary financing assumptions and valuation for Barracuda in the context of an acquisition by a private equity sponsor. The Board of Directors continued discussions with management and the representatives of WSGR about the process for continued discussions and negotiations with Thoma Bravo. At the conclusion of the meeting, the Board agreed that Mr. Kispert would coordinate next steps with representatives of Morgan Stanley and direct representatives of Morgan Stanley to follow up with Thoma Bravo to advise Thoma Bravo that the Company would be providing an updated capitalization table with details regarding the equity awards granted on September 28, 2017, a cash roll forward and the Company’s thoughts regarding a process for engagement, including the Board’s focus on structuring the deal to include a go-shop. The Board of Directors then met in executive session with the representatives of WSGR.

On October 25, 2017, the Board of Directors held a special meeting, with representatives of WSGR and, for a portion of the meeting, Barracuda management and representatives of Morgan Stanley in attendance. During this meeting, representatives of Morgan Stanley provided an update on recent discussions with representatives of Thoma Bravo, including Thoma Bravo’s rejection of Barracuda’s proposal to include a go-shop provision in the terms of a transaction. At the conclusion of the meeting, the Board of Directors directed that the representatives of Morgan Stanley request an updated written proposal from Thoma Bravo.

On October 27, 2017, Barracuda received an updated proposal from Thoma Bravo for $27.25 per fully diluted share, which reflected Barracuda’s actual capitalization information (and accounted for an additional $0.80 per share of cost to Thoma Bravo if using the same share count assumptions as of the October 11/12 proposals).

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On October 28, 2017, the Board of Directors held a special meeting, with representatives of WSGR and, for a portion of the meeting, Barracuda management and representatives of Morgan Stanley in attendance. During this meeting, representatives of Morgan Stanley provided an update on recent mergers and acquisitions activity in the market and reviewed the updated proposal received from Thoma Bravo on October 27, 2017, offering a purchase price of $27.25 per fully diluted share, which, taking into account recent equity grants approved by the Board of Directors in September 2017 and share count estimates through fiscal 2018 to estimate the share count at closing, implied a total equity value of approximately $1.59 billion (compared to the October 11 / 12 offer of $27.00 which implied a total equity value of $1.54 billion. The Board of Directors discussed the fact that Thoma Bravo’s updated proposal did not accept the Company’s request for a go-shop structure. The Board of Directors discussed the risks and potential opportunities associated with Barracuda’s business strategies on a stand-alone basis and a proposed counteroffer to Thoma Bravo’s proposal. At the conclusion of the meeting, the Board of Directors instructed Morgan Stanley to present Thoma Bravo with a counter offer of $27.50 per fully diluted share and offer an exclusivity period of two weeks, and assuming these terms were accepted, to proceed without a go-shop provision.

Later in the day on October 28, 2017, Thoma Bravo sent to Barracuda a revised proposal, reflecting a purchase price per fully diluted share of $27.50, implying an equity value of $1.61 billion.

On October 29, 2017, the Board of Directors held a special meeting, with representatives of WSGR and, for a portion of the meeting, Barracuda management in attendance. During this meeting, the Board of Directors reviewed the updated proposal from Thoma Bravo received on October 28, 2017 and materials provided by Morgan Stanley summarizing select precedent transactions and discussing an updated preliminary perspective on the valuation of Barracuda. Representatives of WSGR reviewed the terms of the proposed offer and the process and timeline to close a transaction with Thoma Bravo. The Board of Directors also discussed the process undertaken over the last two years to consider a sale of Barracuda and considered the current operating plan of Barracuda which projected results lower than the operating plan at the time of the competitive process conducted by Morgan Stanley in 2016. Additionally, a representative of WSGR discussed potential conflicts of interest in connection with Thoma Bravo in the proposed transaction, with each director confirming that he had no conflicts with respect to the potential transaction with Thoma Bravo and had not engaged in negotiations with Thoma Bravo regarding the potential transaction in recent weeks, with the exception of Mr. Kispert, who was previously designated by the Board of Directors as the lead negotiator. The representatives of WSGR reviewed the process regarding Barracuda’s potential acquisition of Sonian and its potential impact on Barracuda’s valuation. At the conclusion of the meeting, the Board of Directors directed management to update its projections to reflect the impact of the potential acquisition of Sonian and to share the updated projections with Morgan Stanley so that Morgan Stanley could update its financial analysis of the Company. The Board of Directors discussed its expectation that it would request an increase in Thoma Bravo’s price to the extent warranted by the revised financial analysis. Following such discussion, the Board of Directors authorized the Company to enter into a two-week exclusivity agreement with Thoma Bravo.

Later in the evening of October 29, 2017, Barracuda entered into an exclusivity agreement with Thoma Bravo.

On October 30, 2017, the Board of Directors held a special meeting, with representatives of WSGR and, for a portion of the meeting, Barracuda management and representatives of Morgan Stanley in attendance. Representatives of Morgan Stanley reviewed a request by Thoma Bravo to share information on the potential transaction with four funding sources, including Goldman Sachs, Credit Suisse, UBS (Swiss global financial company), and PSP (Canadian Pension Investment Fund). During this meeting, representatives of Morgan Stanley reviewed with the Board of Directors the impact of the potential acquisition of Sonian on Barracuda’s valuation based on the updated projections for Sonian provided by management (as discussed further in the section of this proxy statement captioned, “The Merger – Management Projections”) and discussed with management the potential acquisition. At the conclusion of the meeting, the Board of Directors unanimously approved an authorization for Barracuda to discuss the Sonian transaction with Thoma Bravo in an effort to negotiate a higher price from Thoma Bravo to account for the potential value of the acquisition.

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On October 31, 2017, Mr. Jenkins provided representatives of Thoma Bravo with an update on the Sonian transaction and then provided an update on his conversation with Thoma Bravo to Mr. Kispert. On three occasions in early November, Mr. Kispert spoke with representatives of Thoma Bravo to discuss an increase to the purchase price for Barracuda. Representatives of Thoma Bravo advised Mr. Kispert that Thoma Bravo would increase its purchase price to $27.55 per fully diluted share.

On November 2, 2017, the Board of Directors held a special meeting, with representatives of WSGR and Barracuda management in attendance. During this meeting, the Board of Directors received an update from Mr. Kispert regarding discussions with Thoma Bravo relating to Sonian and Thoma Bravo’s offer to increase its purchase price for Barracuda to $27.55 per fully diluted share. At the conclusion of the meeting, the Board of Directors unanimously approved the acquisition of Sonian on substantially the same terms as presented to the Board of Directors.

On November 3, 2017, Barracuda received an updated proposal from Thoma Bravo, proposing a purchase price of $27.55 per fully diluted share.

On November 8, 2017, members of Barracuda management joined Thoma Bravo at meetings with potential lenders and presented an operations review to Thoma Bravo. In the afternoon of November 8, 2017, WSGR provided Kirkland and Ellis LLP (“K&E”), counsel for Thoma Bravo, with comments to the merger agreement, voting agreement, limited guaranty and equity commitment letter.

On November 17, 2017, the Board of Directors held a special meeting, with representatives of WSGR and Barracuda management, and for a portion of the meeting, representatives of Morgan Stanley in attendance. During this meeting, the Board of Directors discussed the status of the process with Thoma Bravo, including due diligence and potential timeline to announce a transaction. Members of management provided the Board of Directors with an update on Barracuda’s performance during the quarter to date. Lastly, the Board of Directors reviewed a relationship disclosure letter from Morgan Stanley provided to the Board of Directors prior to the meeting and concluded that Morgan Stanley did not have any conflicts that would impair its ability to deliver a fairness opinion in connection with the proposed transaction.

On November 19, 2017, the Board of Directors held a special meeting, with representatives of WSGR and Barracuda management, and for a portion of the meeting, representatives of Morgan Stanley in attendance. During this meeting, the Board of Directors discussed the status of the process with Thoma Bravo. Representatives of WSGR reviewed the material terms of the draft definitive agreement including the deal structure; the full financing of the merger consideration through equity from private equity funds and debt lenders, such that the deal would have no financing conditions; treatment of outstanding equity; closing conditions; regulatory approvals; fiduciary outs and termination condition; indemnification agreements and required consents and provided details on the potential Company and buyer termination fees contained in the agreement. At the conclusion of the meeting, the Board of Directors agreed to continue negotiations with Thoma Bravo.

On November 20, 2017, representatives of WSGR contacted representatives of K&E to discuss and resolve the remaining open points in the merger agreement. Later in the afternoon of November 20, 2017, WSGR provided K&E with comments to the merger agreement.

On November 21, 2017, K&E provided WSGR with a draft debt commitment letter along with further comments to the merger agreement and on November 22, 2017, representatives of WSGR and K&E negotiated the remaining open issues in the transaction documents.

On November 26, 2017 in the morning, the Board of Directors held a special meeting, with representatives of WSGR and Barracuda management, and for a portion of the meeting, representatives of Morgan Stanley in attendance. At this meeting, the Board of Directors received a presentation from representatives of Morgan

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Stanley with respect to its financial analyses of Barracuda and representatives of Morgan Stanley rendered its oral opinion to the Board of Directors, subsequently confirmed in writing by delivery of a written opinion dated as of November 26, 2017, that as of the date of the opinion and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion as set forth therein, the $27.55 in cash per share price of common stock of Barracuda to be paid to the holders of such shares pursuant to the Merger Agreement was fair from a financial point of view to the holders of such shares. The full text of the written opinion of Morgan Stanley, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this proxy statement as Annex B.

Following the Board of Directors meeting, the parties finalized the Merger Agreement and, in the evening on November 26, 2017, the parties executed the Merger Agreement and the related agreements in connection with the transaction.

On November 27, 2017, prior to the opening of trading of Barracuda’s common stock on the NYSE, Barracuda issued a press release announcing the execution of the Merger Agreement.

On December 21 2017, the Board of Directors met to discuss the draft preliminary proxy, with WSGR in attendance. At this meeting, the Board of Directors reviewed and provided comments on the content of the proxy statement. As part of the review, the members of the Board of Directors discussed in more detail the interactions of members of management and the Board of Directors with Thoma Bravo, some of which had not been discussed at prior board meetings. The Board of Directors discussed and agreed that the details of these interactions did not affect the negotiation of the transaction and thus did not impact its recommendation in favor of the Merger.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors has unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Barracuda and its stockholders; and (2) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption the Merger Agreement; and (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Reasons for the Merger

In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Board of Directors consulted with Barracuda management, and representatives of its financial advisor and outside legal counsel. In recommending that stockholders vote in favor of adoption of the Merger Agreement, the Board of Directors considered a number of factors, including the following (which factors are not necessarily presented in order of relative importance):

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The Board of Directors also considered a number of uncertainties and risks concerning the Merger, including the following (which factors are not necessarily presented in order of relative importance):

The foregoing discussion is not meant to be exhaustive, but summarizes many, if not all, of the material factors considered by the Board of Directors in its consideration of the Merger. After considering these and other

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factors, the Board of Directors concluded that the potential benefits of the Merger outweighed the uncertainties and risks. In view of the variety of factors considered by the Board of Directors and the complexity of these factors, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Board of Directors applied his or her own personal business judgment to the process and may have assigned different weights to different factors. The Board of Directors unanimously adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and recommends that stockholders adopt the Merger Agreement based upon the totality of the information presented to and considered by the Board of Directors.

Fairness Opinion of Morgan Stanley & Co. LLC

The Company retained Morgan Stanley to provide it with financial advisory services in connection with the possible sale of the Company and to render a financial opinion letter with respect to the consideration to be received by the stockholders in the Transaction. The Board of Directors selected Morgan Stanley to act as the Company’s financial advisor based on Morgan Stanley’s qualifications, expertise, and reputation, its knowledge of and involvement in recent transactions in the software industry, and its knowledge and understanding of the Company’s business and affairs. At the meeting of the Board of Directors on November 26, 2017, Morgan Stanley rendered to the Board of Directors its oral opinion, subsequently confirmed by delivery of a written opinion, dated as of November 26, 2017, that as of the date of such opinion and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the consideration to be received by the holders of shares of Company common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Morgan Stanley to the Board of Directors, dated as of November 26, 2017, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated by reference in this proxy statement in its entirety. The summary of the opinion of Morgan Stanley in this proxy statement is qualified in its entirety by reference to the full text of the opinion. Holders of shares of Company common stock should read Morgan Stanley’s opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the Board of Directors, in its capacity as such, and addressed only the fairness from a financial point of view of the consideration to be received by the holders of shares of Company common stock pursuant to the Merger Agreement as of the date of the opinion and did not address any other aspects or implications of the Merger. Morgan Stanley’s opinion was not intended to, and does not, constitute advice or a recommendation to any holder of Company common stock nor was it intended to express any opinion as to how any stockholder of the Company should vote at any stockholders’ meeting that may be held in connection with the Merger.

In connection with rendering its opinion, Morgan Stanley, among other things:

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In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by the Company, and formed a substantial basis for its opinion. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company of the future financial performance of the Company. In addition, Morgan Stanley assumed that the Merger will be consummated in accordance with the terms set forth in the draft Merger Agreement dated November 25, 2017 without any waiver, amendment or delay of any terms or conditions, including, among other things, that the definitive Merger Agreement will not differ in any material respect from the draft furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of the Company and the Company’s legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees, or any class of such persons, relative to the consideration to be received by the holders of shares of Company common stock in the Merger. Morgan Stanley did not make any independent valuation or appraisal of the Company’s assets or liabilities, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market, and other conditions as in effect on, and the information made available to Morgan Stanley as of, November 26, 2017. Events occurring after November 26, 2017 may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses

The following is a brief summary of the material analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter dated November 26, 2017 to the Board of Directors. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before November 24, 2017, the last trading day prior to the meeting of the Board of Directors to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger and determine and declare the advisability of the Merger Agreement and the transactions contemplated thereby, including the Merger. The various analyses summarized below were based, as applicable, on the closing price of $23.69 per share of the Company common stock as of November 24, 2017 (the “Closing Price”), the last trading day preceding the November 26, 2017 presentation by Morgan Stanley to the Board of Directors, and are

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not necessarily indicative of current market conditions. In addition, certain of the analyses below were based on (1) the Company common stock outstanding as of September 29, 2017 as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2017, Company Options and RSUs outstanding as of February 28, 2017, cash of $206.6 million (including marketable securities) and no debt as of August 31, 2017 (the “August 31 Share Count scenario”), (2) the Company common stock outstanding as of September 29, 2017 as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2017, and Company Options and RSUs outstanding as of February 28, 2017, plus RSUs issued in connection with the Company’s acquisition of Sonian, Inc. (“Sonian”), cash of $206.6 million (including marketable securities) minus cash paid in connection with the Sonian acquisition and no debt as of August 31, 2017 (the “August 31 PF Share Count scenario”) or (3) to estimate the Company’s share count on February 28, 2018, the Company common stock outstanding as of November 22, 2017, and Company Options and RSUs outstanding as of November 22, 2017, adjusted to include 33,857 shares of common stock of the Company reserved under the ESPP and 2,152 RSUs that were automatically issued on December 1, 2017 to members of the Board of Directors was used (the “February 28, 2018 PF Share Count”), as indicated below. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

In performing the financial analysis summarized below and arriving at its opinion, Morgan Stanley used and relied upon certain financial projections provided by the Company’s management and referred to in this proxy statement. For more information, please see the section of this proxy statement captioned, “The Merger — Management Projections.”

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Public Trading Comparables Analysis

Morgan Stanley performed a comparable company analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for the Company with comparable publicly available consensus equity analyst research estimates for certain selected companies that Morgan Stanley believed, based on its experience with companies in, and knowledge of, the software industry and in its professional judgment, were comparable to the Company (we refer to these companies as the “comparable companies”). Although none of such companies are identical or directly comparable to the Company, these companies are publicly traded companies with operations and/or other criteria, such as lines of business, markets, business risks, growth prospects, maturity of business and size and scale of business, that for purposes of its analysis Morgan Stanley considered similar to those of the Company. For purposes of this analysis, Morgan Stanley analyzed the ratio of aggregate value (“AV”) to estimated EBITDA and unlevered free cash flow (“uFCF”) for calendar year 2018, in each case, for each of the comparable companies based on publicly available financial information compiled by Thomson Reuters for EBITDA and Thomson Reuters and S&P Capital IQ for uFCF (with uFCF calculated as levered free cash flow estimates from S&P Capital IQ plus tax-affected interest compiled by Thomson Reuters). Morgan Stanley excluded from the portion of its analysis relating to uFCF three of the comparable companies for which consensus estimates of uFCF were not applicable or not meaningful for calendar year 2018. A list of the selected comparable companies and a summary of Morgan Stanley’s analysis is provided below:

Morgan Stanley calculated AV of each of the comparable companies as such company’s fully-diluted market capitalization, plus (i) total debt, plus (ii) non-controlling interest, less (iii) cash and cash equivalents. For purposes of this analysis (and, with respect to the Company, certain of the other analyses described below), Morgan Stanley utilized publicly available consensus analyst estimates of EBITDA compiled by Thomson Reuters and uFCF (calculated as levered free cash flow estimates from S&P Capital IQ plus tax-affected interest compiled by Thomson Reuters) available as of November 24, 2017. EBITDA is typically calculated by equity analysts as net income excluding net interest expense, income tax expense and certain other non-cash and non-recurring items, principally depreciation, amortization and stock-based compensation and charges.

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of multiples of EBITDA and uFCF and applied these ranges of multiples to the estimated relevant metric for the Company as shown below. Such EBITDA and uFCF figures were based on the publicly available consensus analyst estimates of EBITDA (compiled by Thomson Reuters) and uFCF (calculated as levered free cash flow estimates from S&P

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Capital IQ plus tax-affected interest compiled by Thomson Reuters) of the Company for calendar year 2018, in each case, available as of November 8, 2017 (prior to the announcement of the Sonian acquisition, which occurred after market close on November 8, 2017), which did not include the impact of the Sonian acquisition. Based on the August 31 Share Count scenario, Morgan Stanley calculated the estimated implied value per share of Company common stock as follows:

No company utilized in the public trading comparables analysis is identical to the Company. In evaluating the comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the Company’s and Morgan Stanley’s control. These include, among other things, the impact of competition on the Company’s businesses and the industry generally, industry growth and the absence of any adverse material change in the Company’s financial condition and prospects, in the industry, or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity valuation analysis, which is designed to provide insight into the potential future equity value of a company as a function of such company’s estimated future earnings. The resulting equity value is subsequently discounted to arrive at an estimate of the implied present value of such company’s equity value. In connection with this analysis, Morgan Stanley calculated a range of implied present equity values per share of Company common stock on a standalone basis. The discounted equity value was calculated using the aggregate net cash estimates as of November 30, 2019 and estimated EBITDA for calendar year 2020 of Barracuda and Sonian, on a combined basis, as provided by management, with respect to Barracuda, the Company Projections, and with respect to Sonian, the Sonian Projections, in each case, as further described in the section of this proxy statement captioned “The Merger—Management Projections.” For purposes of this section, the Company Projections combined with the Sonian Projections is referred to as the “Management Projections.” Based upon the application of its professional judgment and experience, Morgan Stanley then applied a selected range of forward multiples to these estimates and then applied a discount rate of 10.1% to such earnings, which rate was selected based on the Company’s estimated cost of equity.

Based on the estimated fully-diluted shares outstanding as of November 30, 2019 (calculated by assuming a 5% annual share increase from the February 28, 2018 PF Share Count using the November 24, 2017 share price) in accordance with guidance from the Company’s management, Morgan Stanley calculated the estimated implied value per share of Company common stock as follows:

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Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. Morgan Stanley calculated a range of implied equity values per share of Company common stock based on a discounted cash flow analysis to value the Company as a stand-alone entity.

Morgan Stanley used estimates from the Management Projections and extrapolations for fiscal years 2022 through 2027 from the Management Projections based on discussions with and guidance from management for purposes of its discounted cash flow analysis, as more fully described below. In performing its discounted cash flow analysis, Morgan Stanley first calculated the Company’s estimated unlevered free cash flow, which it defined as EBITDA, less (i) stock-based compensation expense, less (ii) cash taxes, plus (iii) changes in net working capital, less (iv) capital expenditures, for the second half of the fiscal year ending February 28, 2018 and for each of the fiscal years 2019 through 2021 based on the Management Projections and for each of the fiscal years 2022 through 2027 based on extrapolations from the Management Projections based on discussions with and guidance from management. Based on perpetual growth rates ranging from 2.0% to 4.0%, selected by Morgan Stanley based upon the application of its professional judgment and experience, Morgan Stanley then calculated terminal values using the Company’s estimated unlevered free cash flow in fiscal year 2027. The Company’s estimated free cash flows for the second half of fiscal year 2018 through fiscal year 2027 and the terminal values were then discounted to present values as of August 31, 2017 using a range of discount rates of 9.1% to 11.1%, which discount rate range was selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect an estimate of the Company’s weighted average cost of capital.

Based on the August 31 PF Share Count scenario which included the net debt balance as of August 31, 2017 after giving effect to the cash consideration paid in the Sonian acquisition, Morgan Stanley calculated the estimated implied value per share of Company common stock as follows:

Precedent Transactions Analysis

Precedent Multiples Analysis:

Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms of selected transactions. Morgan Stanley compared publicly available statistics for specified sponsor transactions and specified software and security transactions, selected based on Morgan Stanley’s professional judgment and experience, occurring between January 1, 2010 and November 24, 2017 (the last full trading day prior to the meeting of the Board of Directors to approve and adopt the Merger Agreement). Morgan Stanley selected such comparable transactions because they shared certain characteristics with the Merger. The following are the lists of the selected sponsor transactions (the “Sponsor Transactions”) and selected software and security transactions (the “Software & Security Transactions”) reviewed:

Selected Precedent Sponsor Transactions (Target / Acquiror)

Advanced Computer Software Group Limited / Vista Equity Partners

AVG Technologies N.V. / AVAST Software s.r.o.

Blackboard Inc. / Providence Equity Partners

Blue Coat Systems Inc. / Symantec Corporation

BMC Software, Inc. / Bain Capital Private Equity

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Compuware Corporation / Thoma Bravo, LLC

Epicor Software Corporation / Apax Partners LLP

Exact Holding NV / Apax Partners LLP

Gigamon Inc. / Elliott Management Corporation

Informatica Corporation / Permira Funds

Infoblox Inc./ Vista Equity Partners

Riverbed Technology Inc. / Thoma Bravo, LLC

SkillSoft PLC / Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners LLC

SolarWinds, Inc. / Silver Lake Partners and Thoma Bravo, LLC

SonicWALL Inc. / Thoma Bravo, LLC

TIBCO Software Inc. / Vista Equity Partners

Websense, Inc. / Vista Equity Partners

Selected Precedent Software & Security Transactions (Target / Acquiror)

Acme Packet Inc. / Oracle Corporation

Advanced Computer Software Group Limited / Vista Equity Partners

Advent Software, Inc. / SS&C Technologies Holdings, Inc.

Art Technology Group, Inc. / Oracle Corporation

Attachmate Corporation / Micro Focus International plc

AVG Technologies N.V. / AVAST Software s.r.o.

Blackboard Inc. / Providence Equity Partners

Blue Coat Systems Inc. / Symantec Corporation

BMC Software, Inc. / Bain Capital Private Equity

Compuware Corporation / Thoma Bravo, LLC

Constant Contact Inc. / Endurance International Group Holdings, Inc.

Convio, Inc. / Blackbaud Inc.

Epicor Software Corporation / Apax Partners LLP

Exact Holding NV / Apax Partners LLP

Fleetmatics Group PLC / Verizon Communications Inc.

Informatica Corporation / Permira Funds

Infoblox Inc./ Vista Equity Partners

JDA Software Group, Inc. / RedPrarie Corp.

Lawson Software Inc. / Infor Global Solutions and Golden Gate Capital

LifeLock, Inc. / Symantec Corporation

LogMeIn, Inc. / Citrix Systems, Inc.

McAfee, Inc. / Intel Corporation

Novell, Inc. / Attachmate Corporation

Quest Software, Inc. / Dell Inc.

Riverbed Technology Inc. / Thoma Bravo, LLC

SkillSoft PLC / Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners LLC

SolarWinds, Inc. / Silver Lake Partners and Thoma Bravo, LLC

SonicWALL Inc. / Thoma Bravo, LLC

Sybase Inc. / SAP Corporation

Taleo Corporation / Oracle Corporation

TIBCO Software Inc. / Vista Equity Partners

Websense, Inc. / Vista Equity Partners

Morgan Stanley reviewed the transactions above, for among other things, the multiple of AV of each transaction to each target company’s EBITDA for the twelve-month period prior to the announcement date of the applicable transaction (the “LTM EBITDA”) and for the twelve-month period following the announcement date

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of the applicable transaction (the “NTM EBITDA”). Results of the analysis were presented for the Sponsor Transactions and the Software & Security Transactions, as provided in the table below:

Based on the analysis of the applicable metric for the selected transactions and its professional judgment and experience, Morgan Stanley then selected a range of AV/ LTM EBITDA ratio multiples and AV/ NTM EBITDA ratio multiples and applied such ranges of multiples to the Company’s estimated EBITDA for calendar year 2017 of approximately $65 million and the Company’s estimated EBITDA for calendar year 2018 of approximately $79 million, respectively, as provided in the street case based on the publicly available consensus analyst estimates of EBITDA compiled by Thompson Reuters available as of November 8, 2017 (prior to the announcement of the Sonian acquisition, which occurred after market close on November 8, 2017), which did not include the impact of the Sonian acquisition. Based on the August 31 Share Count scenario, Morgan Stanley then calculated a range of potential implied present values per share of Company common stock as follows:

Precedent Premiums Paid Analysis:

Morgan Stanley considered, based on publicly available information, premiums paid in all-cash acquisition transactions occurring from January 1, 2011 through November 24, 2017, which was the date that Morgan Stanley compiled the analysis, involving U.S. public company targets in the technology sector having a transaction value of more than $250 million (148 total transactions). Morgan Stanley reviewed the premium paid to the target company’s (i) closing stock price one day prior to the announcement of the transaction (or the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news) (the “One Day Premium”), (ii) average closing stock price during the 30 trading days prior to the announcement of the transaction (or the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news) (the “30 Day Average Premium”), and (iii) high closing stock price during the 52-week period prior to the announcement of the transaction (or the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news) (the “LTM High Premium”). Morgan Stanley’s analysis identified the following premium ranges:

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Based on the review of the premia paid in the selected transactions summarized above, Morgan Stanley then applied premia ranges to the applicable price per share of Company common stock for the specified time periods to calculate an implied value per share of Company common stock reference range as follows:

No company or transaction utilized in the precedent transactions analysis or premia paid analysis is identical to the Company or the Merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, market and financial conditions and other matters, which are beyond Morgan Stanley’s or the Company’s control, such as the impact of competition on the Company’s business or the industry generally, industry growth and the absence of any adverse material change in the Company’s financial condition and prospects or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared. The fact that certain points in the range of implied present value per share of Company common stock derived from the valuation of precedent transactions were less than or greater than the Per Share Merger Consideration is not necessarily dispositive in connection with Morgan Stanley’s analysis of the consideration for the Merger, but one of many factors Morgan Stanley considered. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

General

In connection with the review of the Merger by the Board of Directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of the Company. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the Company’s control. These include, among other things, the impact of competition on the Company’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of the Company, in the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the consideration to be received by the holders of shares of Company common stock pursuant to the Merger Agreement and in connection with the delivery of its opinion, dated November 26, 2017, to the Board of Directors. These analyses do not purport to be appraisals or to reflect the prices at which shares of Company common stock might actually trade.

The consideration to be received by the holders of shares of Company common stock pursuant to the Merger Agreement was determined through arm’s-length negotiations between the Company and Thoma Bravo and was

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approved by the Board of Directors. Morgan Stanley provided advice to the Board of Directors during these negotiations but did not, however, recommend any specific consideration to the Company or the Board of Directors, nor did Morgan Stanley opine that any specific consideration constituted the only appropriate consideration for the Merger. Morgan Stanley’s opinion was not intended to, and does not, constitute advice or a recommendation to any holder of Company common stock or to express any opinion as to how any stockholder of the Company should vote at any stockholders’ meeting that may be held in connection with the Merger.

Morgan Stanley’s opinion and its presentation to the Board of Directors was one of many factors taken into consideration by the Board of Directors in deciding to approve the transactions contemplated by the Merger Agreement, including the Merger. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board of Directors with respect to the Merger Consideration payable pursuant to the Merger Agreement or of whether the Board of Directors would have been willing to agree to different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

The Board of Directors retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Thoma Bravo and its affiliates, the Company or any other company, or any currency or commodity, that may be involved in the Merger, or any related derivative instrument.

Under the terms of its engagement letter, Morgan Stanley provided the Company financial advisory services and a financial opinion, described in this section and attached to this proxy statement as Annex B, in connection with the Merger, and the Company has agreed to pay Morgan Stanley a fee of approximately $18.5 million for its services, approximately $13.9 million of which is contingent upon the closing of the Merger, and $4.6 million of which was due and payable upon the execution of the Merger Agreement. The Company has also agreed to reimburse Morgan Stanley for its expenses, including travel costs and fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, the Company has agreed to indemnify Morgan Stanley and its affiliates, its and their respective directors, officers, agents and employees and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses relating to, arising out of, or in connection with, Morgan Stanley’s engagement.

In the two years prior to the date of Morgan Stanley’s opinion, except for the engagement relating to the Merger, Morgan Stanley and its affiliates have not been engaged on any financial advisory or financing assignments for the Company, and have not received any fees for such services from the Company during such time. In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates have received aggregate fees of approximately $7 - $8 million for financial advisory and financing services provided to Thoma Bravo and certain of its majority-controlled affiliates and portfolio companies (the “Thoma Bravo Related Entities”), the majority of which are fees received for financing services. Morgan Stanley, as a full-service investment bank, also currently provides financial advisory and/or financing services to Thoma Bravo and the Thoma Bravo Related Entities, in each case unrelated to the Merger, for which Morgan Stanley expects to receive customary fees if such transactions are completed. Morgan Stanley may seek to provide financial advisory or financing services to the Company, Thoma Bravo and each of their respective affiliates in the future and would expect to receive fees for the rendering of these services. In addition, Morgan Stanley, its affiliates, directors or officers, including individuals working with the Company in connection with the Merger, may have committed and may commit in the future to invest in private equity funds managed by Thoma Bravo and its affiliates.

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Management Projections

Barracuda does not, as a matter of course, publicly disclose projections as to its future financial performance. However, in connection with the comprehensive strategic and financial review process as described in this proxy statement, management prepared a set of financial projections for Barracuda for the remainder of fiscal year 2018 and fiscal years 2019-2021, which were provided to the Board of Directors and Morgan Stanley (the “Company Projections”). In addition, in order to facilitate the financial analyses, management prepared projections for Sonian, a company that Barracuda was then in the process of acquiring and has since acquired, for the remainder of fiscal year 2018 and fiscal years 2019-2021. Such Sonian financial projections were also provided to the Board of Directors and Morgan Stanley for purposes of the financial analyses presented by Morgan Stanley (the “Sonian Projections”, together with the Company Projections, each, for the remainder of fiscal year 2018 and fiscal years 2019-2021, the “Management Projections”). The Management Projections were the only financial forecasts with respect to Barracuda provided by Barracuda for use by the financial advisor in performing its financial analyses during the strategic and financial review process. The Management Projections through fiscal year 2021 were also made available to participants in the strategic and financial review process in connection with their due diligence review.

The Management Projections were not prepared with a view to public disclosure and are included in this proxy statement only because the Management Projections were made available to participants in the strategic and financial review process in connection with their due diligence review of Barracuda, and made available to Morgan Stanley for use in connection with its financial analyses as described in this proxy statement. The Management Projections were not prepared with a view to compliance with (1) GAAP, (2) the published guidelines of the SEC regarding projections and forward-looking statements; or (3) the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, Ernst & Young LLP, our independent registered public accountant, has not examined, reviewed, compiled or otherwise applied procedures to the Management Projections and, accordingly, assumes no responsibility for, and expresses no opinion on, them. The Management Projections included in this proxy statement have been prepared by, and are the responsibility of, Barracuda management.

Although a summary of the Management Projections is presented with numerical specificity, they reflect numerous assumptions and estimates as to future events made by Barracuda management that they believed were reasonable at the time the Management Projections were prepared, taking into account the relevant information available to Barracuda management at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the Management Projections not to be achieved include general economic conditions, Barracuda’s ability to achieve forecasted sales, accuracy of certain accounting assumptions, changes in actual or projected cash flows, competitive pressures and changes in tax laws. In addition, the Management Projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Merger. As a result, there can be no assurance that the Management Projections will be realized, and actual results may be materially better or worse than those contained in the Management Projections. The Management Projections cover multiple years, and such information by its nature becomes less reliable with each successive year. The inclusion of the Management Projections in this proxy statement should not be regarded as an indication that the Board of Directors, Barracuda, Morgan Stanley or any of their respective affiliates or representatives or any other recipient of this information considered, or now considers, the Management Projections to be predictive of actual future results. The summary of the Management Projections is not included in this proxy statement in order to induce any stockholder to vote in favor of the proposal to adopt the Merger Agreement or any of the other proposals to be voted on at the Special Meeting. We do not intend to update or otherwise revise the Management Projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Management Projections are shown to be in error or no longer appropriate. In light of the foregoing factors and the uncertainties inherent in the Management Projections, stockholders are cautioned not to place undue, if any, reliance on the projections included in this proxy statement.

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The Management Projections and the accompanying tables contain certain non-GAAP financial measures, including non-GAAP gross profits, non-GAAP operating income, adjusted EBITDA, historical adjusted EBITDA and adjusted free cash flow, which Barracuda believes are helpful in understanding its past financial performance and future results. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read in conjunction with Barracuda’s consolidated financial statements prepared in accordance with GAAP. Barracuda’s management regularly uses Barracuda’s supplemental non-GAAP financial measures internally to understand and manage the business and forecast future periods.

As referred to below, adjusted EBITDA is a financial measure commonly used in the technology industry but is not defined under GAAP. We calculate adjusted EBITDA as net income (loss) plus non-cash and non-operating charges, which include: (i) other expense, net, (ii) provision for (benefit from) income taxes, (iii) acquisition and other charges, (iv) stock-based compensation expense, (v) amortization of intangible assets, including certain losses on disposal and impairment of intangible assets, and (vi) depreciation expense, including certain losses on disposal of fixed assets. Because adjusted EBITDA excludes certain non-cash and non-operating charges, this measure enables us to eliminate the impact of items we does not consider indicative of our ongoing operating performance, and therefore provides a better indication of profitability from our operations, and provides a consistent measure of our performance from period to period. The method of calculating adjusted EBITDA as described above is consistent with the calculation used in our most recent Annual Report on Form 10-K for our fiscal year ended February 28, 2017.

As referred to below, historical adjusted EBITDA is the financial measure we reported in place of adjusted EBITDA prior to the third quarter of fiscal year 2017. In addition to the calculations described above for adjusted EBITDA, historical adjusted EBITDA takes into account changes in deferred revenue and associated deferred costs. To comply with the SEC’s interpretations on the use of non-GAAP measures, we no longer report historical adjusted EBITDA in our public filings.

We define adjusted free cash flow as net cash provided by operating activities, less purchases of property and equipment, plus acquisition and other non-recurring charges. We consider adjusted free cash flow to be a useful liquidity measure that considers the investment in cloud and corporate infrastructure required to support our business and the impact of acquisition related expenses and other non-recurring charges. We use adjusted free cash flow to assess our business performance and evaluate the amount of cash generated by our business after adjusting for purchases of property and equipment and acquisition and other non-recurring charges. Beginning in our third quarter of fiscal 2017, we modified our presentation of adjusted free cash flow by no longer adjusting for the cash payment impact of acquisition and other charges.

The Management Projections are forward-looking statements. For information on factors that may cause Barracuda’s future results to materially vary, see the information under the section captioned “Forward-Looking Statements.”

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Barracuda — Management Projections

Company Projections

($MM)

Sonian Projections

($MM)

As noted above, the plans and projections reflect numerous estimates and assumptions made with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to our business, all of which are difficult to predict and many of which are beyond our control.

Interests of Barracuda’s Directors and Executive Officers in the Merger

When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of stockholders generally, as more fully described below. The Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters, in approving the Merger Agreement and the Merger and recommending that the Merger Agreement be adopted by stockholders.

Arrangements with Newco

As of the date of this proxy statement, none of our executive officers or members of our Board of Directors has entered into any agreement with Newco or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Prior to or following the closing of the Merger (but not prior to Barracuda and Thoma Bravo arriving at the $27.55 Per Share Merger Consideration), certain of our executive officers may have discussions, or may enter into agreements with, Newco or Merger Sub or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates.

Insurance and Indemnification of Directors and Executive Officers

During the period commencing at the Effective Time and ending on the sixth (6^th) anniversary of the Effective Time, the Surviving Corporation and Newco will indemnify, defend and hold harmless, and advance

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expenses to current or former directors and officers of Barracuda and its subsidiaries with respect to all acts or omissions by them in their capacities as such or any transactions contemplated by the Merger Agreement, to the fullest extent that Barracuda would be permitted by applicable law. In addition, during the period commencing at the Effective Time and ending on the sixth (6^th) anniversary of the Effective Time, the Surviving Corporation and Newco will cause the certificate of incorporation, bylaws ( and other organizational documents) of the Surviving Corporation and its subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses and limitation of director and officer liability that are at least as favorable to the current or former directors and officers of Barracuda and its subsidiaries as those set forth in Barracuda’s and its subsidiaries’ organizational documents as of the date of the Merger Agreement. The Surviving Corporation and its subsidiaries will not, for a period of six years from the Effective Time, amend, repeal or otherwise modify these provisions in the organizational documents in any manner except as required by Applicable Law.

The Merger Agreement also provides that prior to the Effective Time, Barracuda may purchase a six year prepaid “tail” policy of officers and directors liability insurance. If Barracuda does not purchase a “tail” policy prior to the Effective Time, for at least six years after the Effective Time, Newco will cause the Surviving Corporation and its other subsidiaries to maintain in full force and effect, on terms and conditions no less advantageous to the current or former directors and officers of Barracuda and its subsidiaries, the existing directors’ and officers’ liability insurance and fiduciary insurance maintained by Barracuda as of the date of the Merger Agreement. The “tail” policy will cover claims arising from facts, events, acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated in the Merger Agreement. The obligation of Newco or the Surviving Corporation, as applicable, is subject to an annual premium cap of 300 % of the aggregate annual premiums currently paid by Barracuda for such coverage for its last full fiscal year. For more information, see the section of this proxy statement captioned “The Merger Agreement — Indemnification and Insurance.”

Treatment of Equity-Based Awards

As a result of the Merger, the treatment of Company Options and RSUs that are outstanding immediately prior to the Effective Time will be as follows:

Treatment of Stock Options

As of November 30, 2017, there were 2,096,225 outstanding stock options with an exercise price less than $27.55 per share, of which 1,148,619 were held by our directors and executive officers. To the extent not exercised prior to the Effective Time, each outstanding vested Company Option (including any Company Option that vests in connection with the Merger) will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) the excess, if any, of $27.55 per share over the exercise price per share of each such vested Company Option, multiplied by (2) the Option Consideration, to be paid as soon as practicable (and in no event more than 30 calendar days) following the Closing.

Each unvested Company Option outstanding as of immediately prior to the Effective Time (and that will not vest in connection with the Merger) will be cancelled and converted into the contingent right to receive an amount in cash (without interest and subject to deduction for any required withholding tax), equal to the product of: (1) the excess, if any, of $27.55 per share over the exercise price per share of each such unvested Company Option; and (y) the Contingent Option Consideration. The Contingent Option Consideration will be subject to the holder remaining continuously employed with the Surviving Corporation and satisfaction of the original vesting conditions applicable to the underlying unvested Company Option. As soon as practicable (and in no event more than 30 calendar days) following satisfaction of the original vesting conditions, the Contingent Option Consideration will be paid without interest and less any required withholding taxes.

Each outstanding Company Option with an exercise price per share equal to or greater than $27.55 per share will be cancelled without consideration upon the Effective Time.

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Treatment of Restricted Stock Units

As of November 30, 2017, there were 3,966,596 outstanding shares of RSUs, of which 730,703 were held by our directors and executive officers. Each vested RSU outstanding as of immediately prior to the Effective Time (including any RSU that becomes a vested RSU in connection with the Merger) will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) $27.55 per share and (2) the number of shares of common stock subject to such vested RSU to be paid as soon as practicable (and in no event more than 30 calendar days) following the Closing.

Each unvested RSU outstanding immediately prior to the Effective Time (and that will not vest in connection with the Merger), will be cancelled and converted into the contingent right to receive an amount in cash (without interest and subject to deduction for any required withholding) equal to the product of (1) $27.55 per share, and (2) the Contingent RSU Consideration. The Contingent RSU Consideration will be subject to the holder remaining continuously employed with the Surviving Corporation and satisfaction of the original vesting conditions applicable to the underlying unvested RSU. As soon as practicable (and in no event more than 30 calendar days) following satisfaction of the original vesting conditions, the Contingent RSU Consideration will be paid without interest and less any required withholding taxes.

Treatment of Purchase Rights under the Employee Stock Purchase Plan

Prior to the Effective Time (1) all outstanding purchase rights under the ESPP will automatically be exercised upon the earlier of (i) immediately prior to the Effective Time and (ii) the last day of the current offering period in progress as of the date of the Merger Agreement, (2) the ESPP will terminate with such purchase and no further purchase rights will be granted under the ESPP thereafter, (3) each individual participating in the ESPP will not be permitted to (i) increase the amount of his or her rate of payroll contributions from the rate in effect as of the date of the Merger Agreement or (ii) make separate non-payroll contributions to the ESPP on or following the date if the Merger Agreement; and (4) no individual who is not participating in the ESPP as of the date of the Merger Agreement may commence participation in the ESPP following the date of the Merger Agreement. All shares of common stock purchased under the ESPP in the final offering will be cancelled at the Effective Time and converted into the right to receive $27.55 per share.

Payments Upon Termination Following Change-in-Control

Chief Executive Officer

We are a party to offer letter agreement with William “BJ” Jenkins, dated June 7, 2013. Upon a termination of his employment by Barracuda other than for Cause (as defined in his offer letter agreement), death or disability, Mr. Jenkins will be eligible to receive the following separation benefits, subject to him timely executing and not revoking a release of claims in a form acceptable to Barracuda: (i) continued payment of severance at a rate equal to his base salary for a period of twelve (12) months; (ii) payment by Barracuda of up to twelve (12) months of COBRA premiums to continue health insurance coverage for him and his eligible dependents; and (iii) accelerated vesting of outstanding equity awards that would have vested had he remained employed with Barracuda for an additional six (6) months.

Upon a Change in Control (as defined in his offer letter agreement), Mr. Jenkins will be eligible to receive (i) a lump sum payment equal to the base salary and bonus paid to him over the twelve (12) months immediately preceding the date of the Change in Control and (ii) accelerated vesting of all outstanding Company Options and RSUs.

Other Executive Officers

We are a party to an offer letter agreement with each of the following executive officers: Dustin Driggs, dated July 16, 2013; Erin Hintz, dated May 30, 2017; Diane C. Honda, dated September 11, 2012; and Michael D. Hughes, dated August 23, 2012.

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For each of the executive officers listed in the preceding paragraph, upon a termination of employment by Barracuda other than for Cause (as such term is defined in such executive officer’s offer letter agreement) within twelve (12) months following a Change in Control (as defined in such executive’s offer letter agreement), such executive officer will be eligible to receive the following separation benefits, subject to timely executing and not revoking a release of claims in a form acceptable to Barracuda: (i) continued payment of severance of up to twelve (12) months at a rate equal to such executive officer’s then current base salary; (ii) payment by Barracuda of up to twelve (12) months of COBRA premiums to continue health insurance coverage for such executive officer and such executive officer’s eligible dependents; and (iii) accelerated vesting of outstanding equity awards that would have vested had such executive remained employed with Barracuda for an additional twelve (12) months.

All Executive Officers

The offer letter agreements with Messrs. Jenkins, Driggs and Hughes, and Mses. Honda and Hintz also provide that in the event any amounts provided for in an executive’s offer letter agreement or otherwise payable to an executive officer would constitute “parachute payments” within the meaning of Section 280G of the Code, and could be subject to the related excise tax, the executive officer would be entitled to receive either full payment of benefits or such lesser amount, which would result in no portion of the benefits being subject to an excise tax, whichever results in the greater amount of after-tax benefits to the executive officer.

Former Chief Marketing Officer

Michael Perone ceased being the Chief Marketing Officer on June 30, 2017 and an employee of Barracuda on July 31, 2017. Mr. Perone and the Company entered into a Resignation Agreement, dated June 29, 2017 (the “Resignation Agreement”). Under the Resignation Agreement, Mr. Perone received a cash payment of $550,000 within thirty (30) days of the Resignation Date (as defined in the Resignation Agreement). The Resignation Agreement also provides that Mr. Perone is entitled to receive payment by Barracuda of up to twelve (12) months from July 31, 2017 of COBRA premiums to continue health insurance coverage for Mr. Perone and Mr. Perone’s eligible dependents. The Resignation Agreement further provides that Mr. Perone will provide consulting services to Barracuda beginning on July 31, 2017 for twelve (12) months and will be entitled to a cash payment of $175,000 per quarter, payable on October 30, 2017, January 31, 2018, April 30, 2018 and July 31, 2018. Additionally, the vesting of Mr. Perone’s then-outstanding Company Options and RSUs accelerated in full such that all of the shares subject to such awards were fully vested, settled, and exercisable, as applicable, on the Resignation Date.

Outside Directors

Under the 2012 Plan, if the service of an Outside Director (as defined in the 2012 Plan) is terminated on or following a Change in Control (as defined in the 2012 Plan), other than pursuant to a voluntary resignation, his or her awards granted thereunder will become fully vested and exercisable.

Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that will or may become payable to each of our named executive officers in connection with the Merger. Please see the previous portions of this section for further information regarding this compensation.

The amounts indicated in the table below are estimates of the amounts that would be payable assuming, solely for purposes of this table, that the Merger is consummated on January 31, 2018, and that the employment of each of the named executive officers was terminated other than for cause or the named executive officer resigned for good reason, as applicable, in each case on that date. Barracuda’s named executive officers will not

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receive pension, non-qualified deferred compensation, or other benefits in connection with the Merger. Severance payments have been calculated based on the named executive officer’s current base salary and target bonus opportunity. Regardless of the manner in which a named executive officer’s employment terminates, the named executive officer is entitled to receive amounts already earned during the term of his employment, such as base salary earned through the date of termination.

The amounts below are estimates based on multiple assumptions that may or may not actually occur. Some of the amounts set forth in the table would be payable solely by virtue of the consummation of the Merger. In addition to the assumptions regarding the consummation date of the Merger and the termination of employment, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below.

Golden Parachute Compensation

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Equity Interests of Barracuda’s Executive Officers and Directors

The following table sets forth the number of shares of common stock and the number of shares of common stock underlying equity awards that are in-the-money and are currently held by each of Barracuda’s executive officers and directors, in each case that either are currently vested or that could vest in connection with the Merger, assuming that the Effective Time occurs on January 31, 2018 and, in the case of executive officers, that their accelerated vesting rights under their offer letters are triggered on the Effective Time. The table also sets forth the values of these shares and equity awards based on $27.55 per share (minus the applicable exercise price for the in-the-money options). No new shares of common stock or equity awards were granted to any executive officer or director in contemplation of the Merger.

Financing of the Merger

We anticipate that the total amount of funds necessary to complete the Merger and the related transactions will be approximately $1.6 billion, which will be funded via equity financing and debt financing described below, as well as cash on hand of the Company. This amount includes the funds needed to (1) pay stockholders the amounts due under the Merger Agreement; (2) make payments in respect of our outstanding equity-based awards pursuant to the Merger Agreement; and (3) repay our existing third party indebtedness.

Although the obligation of Newco and Merger Sub to consummate the Merger is not subject to any financing condition, the Merger Agreement provides that, without Newco’s agreement, the closing of the Merger will not occur earlier than the first business day after the expiration of the marketing period, which is the first period of eighteen (18) consecutive business days throughout which Newco has received certain financial information from Barracuda necessary to syndicate any debt financing. For more information, see the section captioned “The Merger Agreement — Marketing Period.”

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Equity Financing

In connection with the financing of the Merger, Newco has entered into an equity commitment letter, dated as of November 26, 2017, with TBFXII, for an equity commitment of approximately $740 million, which we collectively refer to as the “equity financing”. The equity commitment letter provides, among other things, that Barracuda is an express third party beneficiary thereof in connection with Barracuda’s exercise of its rights related to specific performance under the Merger Agreement. The equity commitment letter may not be waived, amended or modified except by an instrument in writing signed by Newco, Barracuda and TBFXII.

Debt Financing

Newco has received a debt commitment letter from Goldman Sachs Bank USA, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS AG, Stamford Branch and UBS Securities LLC and certain of their affiliates pursuant to which they have committed to provide Newco with $630 million in senior secured first lien facilities, and $205 million in a senior secured second lien credit facility, which, together with the first lien facilities, we collectively refer to as the “debt financing.” Subject to the satisfaction of certain customary conditions, the first lien facilities and second lien facility will be drawn at closing of the Merger and used by Newco to pay a portion of the aggregate Merger consideration and related fees and expenses.

Barracuda has agreed to use its reasonable best efforts to provide Newco and Merger Sub with all cooperation reasonably requested by Newco or Merger Sub to assist them in arranging the debt financing, including (i) participating in a reasonable and limited number of meetings, (ii) assisting with presentations, (iii) furnishing Newco and Merger Sub with the necessary financial information regarding Barracuda and (iv) taking all corporate and other actions reasonably requested by Newco to consummate the debt financing. If the Merger is not completed for any reason, Newco will reimburse Barracuda for any documented and reasonable out-of-pocket costs and expenses incurred in connection with Barracuda’s cooperation with obtaining the debt financing.

Although the obligation of Newco and Merger Sub to consummate the Merger is not subject to any financing condition, the Merger Agreement provides that, without Newco’s agreement, the closing of the Merger will not occur earlier than the first business day after the expiration of the marketing period, which is the first period of eighteen (18) consecutive business days throughout which Newco has received certain financial information from Barracuda necessary to syndicate any debt financing; provided that the marketing period will not begin prior to January 3, 2018. Notwithstanding the foregoing, the marketing period: (1) will end on any earlier date on which the debt financing is obtained; and (2) will not commence and will be deemed not to have commenced if, on or prior to the completion of such period of eighteen (18) consecutive business days, Barracuda has announced any intention to restate any financial statements or financial information included in the required financing information, in which case the marketing period will be deemed not to commence unless and until such restatement has been completed and the applicable required financing information has been amended or Barracuda has announced that it has concluded that no restatement will be required, and the requirements described in the immediately preceding sentence would be satisfied on the first day, throughout and on the last day of such new 18 consecutive business day period.

Limited Guaranty

Pursuant to the Limited Guaranty with TBFXII (“Guarantor”) have agreed to, in the aggregate, guarantee the due, punctual and complete payment of certain liabilities and obligations of Newco or Merger Sub under the Merger Agreement, including (1) the termination fee of $96.53 million if and when such fee is payable to Barracuda pursuant to the terms of the Merger Agreement and (2) the reimbursement or indemnification obligations of Newco and Merger Sub in connection with any costs and expenses incurred by Barracuda in connection with its cooperation with the arrangement of the debt financing. We refer to the obligations set forth in clauses (1) and (2) of the preceding sentence as the “guaranteed obligations.”

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Subject to specified exceptions, the Limited Guaranty will terminate upon the earliest of:

Closing and Effective Time

The closing of the Merger will take place no later than the second business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the conditions to closing of the Merger (as described under the caption “The Merger Agreement — Conditions to the Closing of the Merger”), other than conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions. However, if the marketing period (as described under the caption “The Merger Agreement — Marketing Period”) has not ended at the time of the satisfaction or waiver of the conditions set forth in the Merger Agreement (other than conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions at the closing), then the closing will occur on the date following the satisfaction or waiver of such conditions that is the earlier to occur of (i) a business day before or during the marketing period as may be specified by Newco on no less than two (2) business days’ prior written notice to Barracuda; and (ii) the first business day after the expiration of the marketing period.

Appraisal Rights

If the Merger is completed, stockholders who do not vote in favor of the adoption of the Merger Agreement who properly demand appraisal of their shares and who continuously hold such shares through the Effective Time of the Merger may be entitled to appraisal rights in connection with the Merger under Section 262 of the DGCL.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex C and incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that stockholders exercise their appraisal rights under Section 262. All references in Section 262 of the DGCL and in this summary to a “stockholder” or a “holder of shares” are to the record holder of shares of common stock unless otherwise noted herein. Only a holder of record of shares of common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A person having a beneficial interest in shares of common stock held of record in the name of another person, such as a bank, broker or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of our common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee.

Any stockholder contemplating the exercise of such appraisal rights should review carefully the provisions of Section 262, which is attached hereto as Annex C, particularly the procedural steps required to properly

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demand and perfect such rights. Failure to follow the steps required by Section 262 for demanding and perfecting appraisal rights may result in the loss of such rights.

Under Section 262, holders of shares of common stock who (i) do not vote in favor of the adoption of the Merger Agreement; (ii) continuously are the record holders of such shares through the Effective Time; and (iii) otherwise follow the procedures set forth in Section 262 may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court. However, after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders of shares of common stock who asserted appraisal rights unless (a) the total number of shares for which appraisal rights have been pursued and perfected exceeds 1% of the outstanding shares of the Company’s common stock as measured in accordance with subsection (g) of Section 262 or (b) the value of the Merger consideration in respect of such shares exceeds $1 million. We refer to these conditions as the “ownership thresholds.” Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period; provided, however, that at any time before the Delaware Court of Chancery enters judgment in the appraisal proceeding, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case any such interest will accrue after the time of such payment only on the amount that equals the sum of (1) the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery and (2) any interest accrued prior to the time of such voluntary payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was such on the Record Date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes Barracuda’s notice to stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this proxy statement as Annex C. In connection with the Merger, any holder of shares of common stock who wishes to exercise appraisal rights or who wishes to preserve such holder’s right to do so should review Annex C carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the Merger consideration described in the Merger Agreement (without interest). Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of common stock, Barracuda believes that if a stockholder considers exercising such rights, that stockholder should seek the advice of legal counsel.

Stockholders wishing to exercise the right to seek an appraisal of their shares of common stock must do ALL of the following:

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In addition, one of the ownership thresholds must be met.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the Merger Agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights should not return a blank proxy, but rather must vote against the adoption of the Merger Agreement, abstain or not vote its shares.

Filing Written Demand

Any holder of shares of common stock wishing to exercise appraisal rights must deliver to Barracuda, before the vote on the adoption of the Merger Agreement at the Special Meeting, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not vote or submit a proxy in favor of the adoption of the Merger Agreement. A holder of shares of common stock exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will, unless timely revoked, be voted in favor of the adoption of the Merger Agreement, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the Merger Agreement or abstain from voting on the adoption of the Merger Agreement. Neither voting against the adoption of the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A proxy or vote against the adoption of the Merger Agreement will not constitute a demand. A stockholder’s failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting may constitute a waiver of appraisal rights.

Only a holder of record of shares of common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of common stock should be executed by or on behalf of the holder of record and must reasonably inform Barracuda of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the Merger. If the shares are owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS AND WHO WISH TO EXERCISE APPRAISAL RIGHTS SHOULD CONSULT WITH THEIR BANK, BROKER OR OTHER NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKER OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

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All written demands for appraisal pursuant to Section 262 should be addressed to:

Barracuda Networks, Inc.

Attention: Corporate Secretary

3175 S. Winchester Blvd.

Campbell, CA 95008

Any holder of shares of common stock who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the Merger Agreement by delivering to Barracuda a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. However, notwithstanding the foregoing, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such stockholder’s demand for appraisal and accept the terms offered upon the Merger within 60 days after the Effective Time.

Notice by the Surviving Corporation

If the Merger is completed, within 10 days after the Effective Time, the Surviving Corporation will notify each holder of shares of common stock who has made a written demand for appraisal pursuant to Section 262 and who has not voted in favor of the adoption of the Merger Agreement that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, but not thereafter, the Surviving Corporation or any holder of shares of common stock who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares held by all Barracuda stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and holders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of common stock. Accordingly, any holders of shares of common stock who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of common stock within the time and in the manner prescribed in Section 262. The failure of a holder of common stock to file such a petition within the period specified in Section 262 could nullify the stockholder’s previous written demand for appraisal.

Within 120 days after the Effective Time, any holder of shares of common stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and with respect to which Barracuda has received demands for appraisal, and the aggregate number of holders of such shares. The Surviving Corporation must mail this statement to the requesting stockholder within 10 days after receipt of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the Surviving Corporation the foregoing statement. As noted above, however, the demand for appraisal can only be made by a stockholder of record.

If a petition for an appraisal is duly filed by a holder of shares of common stock and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such

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service to file with the Delaware Register in Chancery a duly verified list (the “Verified List”) containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the stockholders shown on the Verified List at the addresses stated therein. Such notice will also be published at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication determined by the Delaware Court of Chancery. The costs of these notices are borne by the Surviving Corporation.

After notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded appraisal of their shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss that stockholder from the proceedings. The Delaware Court of Chancery will dismiss appraisal proceedings as to all Barracuda stockholders who assert appraisal rights unless (a) the total number of shares for which appraisal rights have been pursued and perfected exceeds 1% of the outstanding shares of Barracuda’s common stock as measured in accordance with subsection (g) of Section 262 or (b) the value of the Merger consideration in respect of the shares for which appraisal rights have been pursued and perfected exceeds $1 million.

Determination of Fair Value

After determining the holders of common stock entitled to appraisal and that at least one of the ownership thresholds above has been satisfied in respect of the Barracuda stockholders seeking appraisal rights, the Delaware Court of Chancery will determine the “fair value” of the shares of common stock subject to appraisal, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. However, the Surviving Corporation has the right, at any point prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each stockholder seeking appraisal. If the Surviving Corporation makes a voluntary cash payment pursuant to subsection (h) of Section 262, interest will accrue thereafter only on the sum of (i) the difference, if any, between the amount paid by the Surviving Corporation in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery and (ii) interest accrued before such voluntary cash payment, unless paid at that time.

In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of

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the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to, and may not in any manner address, “fair value” under Section 262 of the DGCL. Although Barracuda believes that the Per Share Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Per Share Merger Consideration. Neither Barracuda nor Newco anticipates offering more than the Per Share Merger Consideration to any stockholder exercising appraisal rights, and each of Barracuda and Newco reserves the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 of the DGCL and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of common stock is less than the Per Share Merger Consideration. If a petition for appraisal is not timely filed or if neither of the ownership thresholds is met, then the right to an appraisal will cease.

Upon application by the Surviving Corporation or by any stockholder entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any holder of shares whose name appears on the Verified List and, if such shares are represented by certificates and if so required, who has submitted such stockholder’s certificates of stock to the Delaware Register in Chancery, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights or that neither of the ownership thresholds is met. The Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the Surviving Corporation to the stockholders entitled thereto. Payment will be made to each such stockholder, in the case of holders of uncertificated stock, forthwith, and in the case of holders of shares represented by certificates, upon the surrender to the Surviving Corporation of the certificate(s) representing such stock. The Delaware Court of Chancery’s decree may be enforced as other decrees in such court may be enforced.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to appraisal. In the absence of such an order, each party bears its own expenses.

If any stockholder who demands appraisal of his, her or its shares of common stock under Section 262 fails to perfect, or loses or successfully withdraws, such holder’s right to appraisal, the stockholder’s shares of common stock will be deemed to have been converted at the Effective Time into the right to receive the consideration payable in the Merger, without interest. A stockholder will fail to perfect, or effectively lose or withdraw, the holder’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time, if neither of the ownership thresholds is met or if the stockholder delivers to the Surviving Corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the consideration payable in the Merger in accordance with Section 262 of the DGCL.

From and after the Effective Time, no stockholder who has demanded appraisal rights will be entitled to vote such shares of common stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of common stock, if any, payable to stockholders as of a time prior to the Effective Time. If no petition for an appraisal is filed, if neither of the

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ownership thresholds is met or if the stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Per Share Merger Consideration, either within 60 days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder who commenced the proceeding or joined that proceeding as a named party without the approval of the court.

Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of shares of common stock of Barracuda whose shares are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Code, Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold their shares of common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment).

This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address:

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If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of common stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

No opinion of counsel or ruling from the IRS has been or will be obtained regarding the U.S. federal income tax consequences of the Merger described below. If the IRS contests a conclusion set forth herein, no assurance can be given that a holder would ultimately prevail in a final determination by a court.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of common stock that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of common stock at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of common stock.

A surtax of up to 3.8% applies to so-called “net investment income” of certain U.S. citizens and residents, and to undistributed “net investment income” of certain estates and trusts. Net investment income generally includes any gain recognized on the receipt of cash in exchange for shares of common stock pursuant to the Merger. U.S. Holders should consult their own tax advisors regarding the applicability of this tax to any gain recognized pursuant to the Merger.

Non-U.S. Holders

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of common stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

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Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Information Reporting and Backup Withholding

Information reporting and backup withholding (at a rate of 28%) may apply to proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form), (2) a Non-U.S. Holder that provides a certification of such holder’s foreign status on the appropriate series of IRS Form W-8 (or a substitute or successor form), or (3) a holder that otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. Each holder should consult such holder’s own tax advisor regarding the information reporting and backup withholding tax rules.

Regulatory Approvals Required for the Merger

Barracuda and Newco have agreed to use their reasonable best efforts to comply with all regulatory notification requirements and obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement. These approvals include (i) the applicable waiting period under the HSR Act, has expired or been terminated; and (ii) the approval or clearance of the Merger by the relevant antitrust authorities in Austria and Germany.

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder, the Merger cannot be completed until Barracuda and Newco file a notification and report form with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period has

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expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of waiting period following the parties’ filing of their respective HSR Act notification forms (typically a 30 day period) or the early termination of that waiting period. Barracuda and Newco made the necessary filings with the FTC and the Antitrust Division of the DOJ on December 6, 2017, and early termination of the applicable waiting period under the HSR Act was granted December 19, 2017 effective immediately.

At any time before or after consummation of the Merger, notwithstanding the termination of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary under the applicable statutes, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

Foreign Competition Laws

Consummation of the Merger is conditioned on approval under, or filing of notices pursuant to, the competition laws of Austria and Germany.

The Merger is subject to review by the FCA. Pursuant to the Austrian Cartel Act, notification to the FCA of the Merger is required and the Merger may not be consummated before the expiration of a four week waiting period, or upon a waiver by the FCA and the Austrian Federal Cartel Prosecutor of their right to file a motion with the Austrian Cartel Court to review the transactions. In the event that the FCA or the Austrian Federal Cartel Prosecutor files a motion with the Austrian Cartel Court to review the Merger, the waiting period may be extended for up to five (5) additional months. There can be no assurance that the FCA will accept the filings, will not extend the deadlines, or will not challenge the Merger on competition or other grounds or, if such a challenge is made, of the results thereof. Parent filed the required notice form with the FCA on December 15, 2017. The initial four-week review period is scheduled to expire on January 12, 2018.

The Merger is subject to review by Bundeskartellamt (“BKartA”), Germany’s independent competition authority. Pursuant to the German Act Against Restraints of Competition of 1958, as amended (“ARC”), notification to the BKartA of the Merger is required and the Merger may not be consummated unless and until the Merger is cleared by the BKartA either by written approval or by expiration of a one-month waiting period, unless the BKartA notifies Parent within the one-month waiting period of the initiation of an in-depth investigation, in which case the waiting period would be extended for an additional three months. There can be no assurance that the BKartA will accept the filings, will not extend the deadlines, or will not challenge the Merger on competition or other grounds or, if such a challenge is made, of the results thereof. Parent filed the required notice form with the BKartA on December 15, 2017. The initial one-month review period is scheduled to expire on January 15, 2018.

Other Regulatory Approvals

One or more governmental agencies may impose a condition, restriction, qualification, requirement or limitation when it grants the necessary approvals and consents. Third parties may also seek to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained and there may be a substantial period of time between the approval by stockholders and the completion of the Merger.

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Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the Merger not being satisfied.

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THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

The following summary describes the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We encourage you to read the Merger Agreement carefully and in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement. Capitalized terms used in this section but not defined in this proxy statement have the meaning ascribed to them in the Merger Agreement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (1) were made only for purposes of the Merger Agreement and as of specific dates; (2) were made solely for the benefit of the parties to the Merger Agreement; and (3) may be subject to important qualifications, limitations and supplemental information agreed to by Barracuda, Newco and Merger Sub in connection with negotiating the terms of the Merger Agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and in some cases were qualified by confidential matters disclosed to Newco and Merger Sub by Barracuda in connection with the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk between Barracuda, Newco and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Barracuda, Newco or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Barracuda, Newco and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Barracuda, Newco, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Barracuda and our business.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, (1) Merger Sub will be merged with and into Barracuda, with Barracuda becoming a wholly owned subsidiary of Newco; and (2) the separate corporate existence of Merger Sub will thereupon cease. From and after the Effective Time, the Surviving Corporation will possess all properties, rights, privileges, powers and franchises of Barracuda and Merger Sub, and all of the debts, liabilities and duties of Barracuda and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

The parties will take all necessary action to ensure that, effective as of, and immediately following, the Effective Time, the board of directors of the Surviving Corporation will consist of the directors of Merger Sub at the Effective Time, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving

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Corporation until their successors are duly elected or appointed and qualified. From and after the Effective Time, the officers of Merger Sub at the Effective Time will be the officers of the Surviving Corporation, until their successors are duly appointed. At the Effective Time, the certificate of incorporation of Barracuda as the Surviving Corporation will be amended to read substantially identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation, until thereafter amended.

Closing and Effective Time

The closing of the Merger will take place no later than the second business day following the satisfaction or waiver of all conditions to closing of the Merger (described below under the caption “The Merger Agreement — Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of such conditions at the closing) or such other time agreed to in writing by Newco and Barracuda, except that if the marketing period (described below under the caption “The Merger Agreement — Marketing Period”) has not ended as of the time described above, the closing of the Merger will occur following the satisfaction or waiver of such conditions on the earlier of (1) a business day before or during the marketing period as may be specified by Newco on no less than two business days’ notice to Barracuda; and (2) the first business day after the expiration of the marketing period. Concurrently with the closing of the Merger, the parties will file a Certificate of Merger with the Secretary of State for the State of Delaware as provided under the DGCL. The Merger will become effective upon the filing of the Certificate of Merger, or at such later time as is agreed by the parties and specified in the Certificate of Merger.

Marketing Period

The marketing period means the first period of eighteen (18) consecutive business days throughout which Newco has received certain financial information from Barracuda necessary to market the debt offering used to finance the Merger, except that the marketing period will not begin prior to January 3, 2018.

Notwithstanding the foregoing, the marketing period (1) will end on any earlier date on which the debt financing is obtained; and (2) will not commence and will be deemed not to have commenced if, on or prior to the completion of such period of eighteen (18) consecutive business days, Barracuda has announced any intention to restate any financial statements or financial information included in the required financing information, in which case the marketing period will be deemed not to commence unless and until such restatement has been completed and the applicable required financing information has been amended or Barracuda has announced that it has concluded that no restatement will be required, and the requirements described in the immediately preceding sentence would be satisfied on the first day, throughout and on the last day of such new eighteen (18) consecutive business day period.

Merger Consideration

Common Stock

At the Effective Time, each outstanding share of common stock (other than shares owned by (1) Newco, Merger Sub or Barracuda, or by any direct or indirect wholly owned subsidiary of Newco, Merger or Barracuda; and (2) stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) will be converted into the right to receive the Per Share Merger Consideration (which is $27.55 per share, without interest and less any applicable withholding taxes). All shares converted into the right to receive the Per Share Merger Consideration will automatically be cancelled at the Effective Time.

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Outstanding Equity Awards

As a result of the Merger, the treatment of Company Options and RSUs that are outstanding immediately prior to the Effective Time will be as follows:

Options

To the extent not exercised prior to the Effective Time, each outstanding vested Company Option (including any Company Option that vests in connection with the Merger) will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) the excess, if any, of $27.55 per share over the exercise price per share of each such vested Company Option, multiplied by (2) the Option Consideration, to be paid as soon as practicable (and in no event more than 30 calendar days) following the Closing.

Each unvested Company Option outstanding as of immediately prior to the Effective Time (and that will not vest in connection with the Merger) will be cancelled and converted into the contingent right to receive an amount in cash (without interest and subject to deduction for any required withholding tax), equal to the product of: (1) the excess, if any, of $27.55 per share over the exercise price per share of each such unvested Company Option; and (y) the Contingent Option Consideration. The Contingent Option Consideration will be subject to the holder remaining continuously employed with the Surviving Corporation and satisfaction of the original vesting conditions applicable to the underlying unvested Company Option. As soon as practicable (and in no event more than 30 calendar days) following satisfaction of the original vesting conditions, the Contingent Option Consideration will be paid without interest and less any required withholding taxes.

Each outstanding Company Option with an exercise price per share equal to or greater than $27.55 per share will be cancelled without consideration upon the Effective Time.

Restricted Stock Units

Each vested RSU outstanding as of immediately prior to the Effective Time (including any RSU that becomes a vested RSU in connection with the Merger) will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) $27.55 per share and (2) the number of shares of common stock subject to such vested RSU to be paid as soon as practicable (and in no event more than 30 calendar days) following the Closing.

Each unvested RSU outstanding immediately prior to the Effective Time (and that will not vest in connection with the Merger), will be cancelled and converted into the contingent right to receive an amount in cash (without interest and subject to deduction for any required withholding) equal to the product of (1) $27.55 per share, and (2) the Contingent RSU Consideration. The Contingent RSU Consideration will be subject to the holder remaining continuously employed with the Surviving Corporation and satisfaction of the original vesting conditions applicable to the underlying unvested RSU. As soon as practicable (and in no event more than 30 calendar days) following satisfaction of the original vesting conditions, the Contingent RSU Consideration will be paid without interest and less any required withholding taxes.

Treatment of Purchase Rights under the 2015 Employee Stock Purchase Plan

Prior to the Effective Time (1) all outstanding purchase rights under the ESPP will automatically be exercised upon the earlier of (i) immediately prior to the Effective Time and (ii) the last day of the current offering period in progress as of the date of the Merger Agreement; (2) the ESPP will terminate with such purchase and no further purchase rights will be granted under the ESPP thereafter, (3) each individual participating in the ESPP will not be permitted to (i) increase the amount of his or her rate of payroll contributions from the rate in effect as of the date of the Merger Agreement or (ii) make separate non-payroll

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contributions to the ESPP on or following the date if the Merger Agreement; and (4) no individual who is not participating in the ESPP as of the date of the Merger Agreement may commence participation in the ESPP following the date of the Merger Agreement. All shares of common stock purchased under the ESPP in the final offering will be cancelled at the Effective Time and converted into the right to receive $27.55 per share.

Exchange and Payment Procedures

Prior to the closing of the Merger, Newco will designate a bank or trust company, which we refer to as the “payment agent,” to make payments of the Merger consideration to stockholders. At or prior to the Effective Time, Newco will deposit or cause to be deposited with the payment agent cash sufficient to pay the aggregate Merger consideration to stockholders.

Promptly following the Effective Time, the payment agent will send to each holder of record of shares of common stock a letter of transmittal and instructions advising stockholders how to surrender stock certificates and book-entry shares in exchange for their portion of the Merger consideration. Upon receipt of (1) surrendered certificates (or affidavits of loss in lieu thereof) or book-entry shares representing the shares of common stock; and (2) a signed letter of transmittal and such other documents as may be required pursuant to such instructions, the holder of such shares will be entitled to receive their portion of the Merger consideration in exchange therefor. The amount of any Merger consideration paid to the stockholders may be reduced by any applicable withholding taxes.

If any cash deposited with the payment agent is not claimed within one year following the Effective Time, such cash will be returned to Newco, upon demand, and any holders of common stock who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to Newco as general creditor for payment of the Merger consideration. Any cash deposited with the payment agent that remains unclaimed two years following the Effective Time (or such earlier date as is immediately prior to the time at which such amounts would otherwise become property of a Governmental Authority) will, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any person previously entitled thereto.

The letter of transmittal will include instructions if a stockholder has lost a share certificate or if such certificate has been stolen or destroyed. In the event any certificates have been lost, stolen or destroyed, then before such stockholder will be entitled to receive the Merger consideration, such stockholder will have to make an affidavit of the loss, theft or destruction, and if required by Newco or the payment agent, deliver a bond in such amount as Newco or the payment agent may direct as indemnity against any claim that may be made against it with respect to such certificate.

Representations and Warranties

The Merger Agreement contains representations and warranties of Barracuda, Newco and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by Barracuda are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means, with respect to Barracuda, any fact, event, violation, inaccuracy, circumstance, change or effect that, individually or when taken together with all other such facts, events, violations, inaccuracies, circumstances, changes or effects that exist or have occurred prior to or at the date of determination of the occurrence of the Company Material Adverse Effect, is or is reasonably likely to be materially adverse to the business, operations, financial condition or results of operations of Barracuda and its subsidiaries taken as a whole; provided, however, that in no event shall any of the following, either alone or in combination, and whether directly or indirectly, be taken into account when determining whether a Company Material Adverse Effect has occurred or may, would or could occur:

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Notwithstanding the foregoing, if any of the first four items described in the above bullet points has or would reasonably be expected to have a materially disproportionate adverse effect on Barracuda relative to other companies of a similar size operating in the industries in which Barracuda and its subsidiaries conduct business, they shall not be per se excluded from a determination of whether a Company Material Adverse Effect has occurred.

In the Merger Agreement, Barracuda has made customary representations and warranties to Newco and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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In the Merger Agreement, Newco and Merger Sub have made customary representations and warranties to Barracuda that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

Conduct of Business Pending the Merger

The Merger Agreement provides that, except as (1) expressly contemplated by the Merger Agreement; (2) as disclosed in the confidential disclosure letter to the Merger Agreement; or (3) approved by Newco (which approval will not be unreasonably withheld, conditioned or delayed), during the period of time between the date of the signing of the Merger Agreement and the Effective Time, Barracuda will, and will cause each of its subsidiaries to:

In addition, Barracuda has also agreed that, except as (1) expressly contemplated by the Merger Agreement; (2) disclosed in the confidential disclosure letter to the Merger Agreement; or (3) approved in advance by Newco in writing (which approval will not be unreasonably withheld, conditioned or delayed) , during the period of time between the date of the signing of the Merger Agreement and the Effective Time, Barracuda will not, and will cause each of its subsidiaries not to, among other things:

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Alternative Acquisition Proposals

From the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement and the Effective Time, Barracuda has agreed not to, and to cause its subsidiaries and its and their respective representatives not to:

Notwithstanding the restriction described above, prior to the adoption of the Merger Agreement by Barracuda’s stockholders, Barracuda may provide information to, and engage or participate in negotiations or substantive discussions with, a person regarding an acquisition proposal if the Board of Directors determines in good faith after consultation with its financial advisor and its outside legal counsel that such proposal is a superior proposal or is reasonably likely to lead to a superior proposal; provided that (1) the Board of Directors has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties, (2) Barracuda already has entered into, or enters into, an acceptable confidentiality agreement with such third party, (3) Barracuda notifies Newco of the identity of such person and provides Newco all terms and conditions of such acquisition proposal (and if in written form, a copy thereof), and (4) if Barracuda furnishes non-public information to the third party which Newco has not yet received, it will furnish such information to Newco contemporaneously.

For purposes of this proxy statement and the Merger Agreement:

“Acquisition proposal” means any offer, proposal or indication of interest (other than an offer or proposal by Newco or Merger Sub) relating to any acquisition transaction.

“Acquisition transaction” means any transaction or series of related transactions (other than the Merger) involving:

(1) any acquisition or purchase by any third party, directly or indirectly, of more than twenty percent (20%) of any class of outstanding voting or equity securities of Barracuda, or any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any third party beneficially owning more than twenty percent (20%) of any class of outstanding voting or equity securities of Barracuda;

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(2) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other similar transaction involving Barracuda and a third party pursuant to which the stockholders of Barracuda immediately preceding such transaction hold less than eighty percent (80%) of the equity interests in the surviving or resulting entity of such transaction; or

(3) any sale, lease (other than in the ordinary course of business), exchange, transfer or other disposition to a third party of more than twenty percent (20%) of the consolidated assets, revenue or net income of Barracuda and its subsidiaries (with assets being measured by the fair market value thereof).

“Superior proposal” means any written acquisition proposal made by a third party after November 26, 2017 that (i) was not solicited in violation of the non-solicitation provisions of the Merger Agreement and (ii) the Board of Directors determines in good faith (after consultation with its financial advisor and its outside legal counsel, and after taking into account the terms and conditions of such acquisition proposal, including the financial, legal, regulatory and other aspects of such acquisition proposal) is more favorable to Barracuda’s stockholders than the transactions contemplated by the Merger Agreement and is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects of the proposal (including certainty of closing) and the identity of the third party making the proposal and other aspects of the acquisition proposal that the Board of Directors deems relevant. For purposes of the reference to an “acquisition proposal” in this definition, all references to “twenty percent (20%)” in the definition of “acquisition transaction” will be deemed to be references to “fifty percent (50%).”

The Board of Directors’ Recommendation; Company Board Recommendation Change

As described above, and subject to the provisions described below, the Board of Directors has made the recommendation that the holders of shares of common stock vote “FOR” the proposal to adopt the Merger Agreement. The Merger Agreement provides that the Board of Directors will not effect a company board recommendation change except as described below.

Prior to the adoption of the Merger Agreement by stockholders, the Board of Directors may not (with any action described in the following being referred to as a “company board recommendation change”):

The Board of Directors may only effect a company board recommendation change for an intervening event if the Board of Directors determines (after consultation with its outside legal counsel) that the failure to effect a

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company board recommendation change in response to such intervening event would reasonably be expected to be inconsistent with its fiduciary duties, and:

In addition, the Board of Directors may only effect a company board recommendation change in response to a bona fide acquisition proposal that the Board of Directors has concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a superior proposal if:

For purposes of this proxy statement and the Merger Agreement, an “intervening event” means any material event, circumstance, change, effect, development or condition occurring or arising after November 26, 2017 that was not known by the Board of Directors as of or prior to November 26, 2017 and does not relate, directly or indirectly, to any acquisition proposal or acquisition transaction.

Employee Benefits

Newco acknowledges that a “change of control” (or similar phrase) within the meaning of the Employee Plans (as defined in the Merger Agreement), as applicable, will occur as of the Effective Time, as applicable.

As of the Effective Time, the Surviving Corporation will employ the employees of Barracuda and its subsidiaries who are employed as of immediately prior to the Effective Time (the “continuing employees”). For a

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period of one (1) year following the Effective Time (or, if earlier, the date of termination of employment of the relevant continuing employee), the Surviving Corporation will either (i) maintain for the benefit of each continuing employee the Employee Plans (as defined in the Merger Agreement) (other than equity based benefits and individual employment agreements not providing for severance) and any other employee benefit plans or other compensation and severance arrangements of the Surviving Corporation or any of its subsidiaries (other than equity-based plans and individual employment agreements not providing for severance) (together, the “Company Plans”) at benefit levels that are no less than those in effect at the Barracuda or its subsidiaries on November 26, 2017, and provide compensation and benefits to each continuing employee under such Company Plans, or (ii) provide compensation, benefits and severance payments (other than equity based benefits and individual employment agreements not providing for severance) to each continuing employee that, taken as a whole, are no less favorable in the aggregate than the compensation, benefits and severance payments (other than equity based benefits and individual employment agreements not providing for severance) provided to such continuing employee immediately prior to the Effective Time (“Comparable Plans”), or (iii) provide some combination of (i) and (ii) above such that each continuing employee receives compensation, benefits and severance payments (other than equity based benefits and individual employment agreements not providing for severance) that, taken as a whole, are no less favorable in the aggregate than the compensation, benefits and severance payments (other than equity based benefits and individual employment agreements not providing for severance) provided to such continuing employee immediately prior to the Effective Time.

The Surviving Corporation will grant any continuing employee credit for all service with Barracuda prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual and severance pay entitlement). However, such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, (i) each continuing employee will be immediately eligible to participate, without any waiting time, in any and all employee benefit plans sponsored by the Surviving Corporation and its subsidiaries (other than the Company Plans) (such plans, collectively, the “New Plans”) to the extent coverage under any such New Plan replaces coverage under a comparable Company Plan in which such continuing employee participates (such plans, collectively, the “Old Plans”), (ii) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any continuing employee, the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such continuing employee and his or her covered dependents to the extent waived for such person under the analogous Employee Plan immediately prior to the Closing Date, and the Surviving Corporation will cause any eligible expenses incurred by such continuing employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be given full credit under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such continuing employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan, and (iii) credit the accounts of such continuing employees under any New Plan which is a flexible spending plan with any unused balance in the account of such continuing employee under the applicable Company Plan. Any vacation or paid time off accrued but unused by a continuing employee as of immediately prior to the Effective Time shall be credited to such continuing employee following the Effective Time, and shall not be subject to accrual limits other forfeiture that were not applicable as of the Effective Time.

Efforts to Close the Merger

Under the Merger Agreement, Newco, Merger Sub and Barracuda agreed to use reasonable best efforts to take (or cause to be taken) all actions, and to do (or cause to be done), all things necessary, proper, or advisable to consummate and make effective the Merger and the other transactions contemplated thereunder, including using their reasonable best efforts to comply with all regulatory notification requirements and obtain all regulatory approvals required to consummate the merger and the other transactions contemplated by the merger agreement. Additionally, under the Merger Agreement, Newco, Merger Sub, and Barracuda agreed, if and to the extent necessary to obtain clearance under the HSR Act any other antitrust laws applicable to the Merger, to

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(i) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, any restrictions on the activities of Newco, Merger Sub, and Barracuda and (ii) contest, defend and appeal any legal proceedings, whether judicial or administrative, challenging the Merger Agreement or the consummation of the Merger.

However, neither Newco, Merger Sub, nor Barracuda is required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses of Newco or Merger Sub (or their respective Affiliates), on the one hand, and Barracuda and its Subsidiaries, on the other hand. Additionally, neither Newco nor Merger Sub (nor their respective Affiliates) is required to take any action that, individually or in the aggregate, would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to Newco or Merger Sub (or their respective Affiliates) of completing the Merger.

Indemnification and Insurance

The Merger Agreement provides that a period of six (6) years from the Effective Time, the Surviving Corporation and its subsidiaries will (and Newco will cause the Surviving Corporation and its subsidiaries to) (1) honor and fulfill in all respects the obligations of Barracuda and its subsidiaries under any and all indemnification agreements between Barracuda or any of its subsidiaries, on the one hand, and the current or former directors or officers of Barracuda or Barracuda’s subsidiaries, on the other hand (including any person that becomes a director or officer of Barracuda or its subsidiaries prior to the Effective Time), and (2) include in the certificates of incorporation and bylaws (and similar organizational documents) of Barracuda and its subsidiaries provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as those set forth in Barracuda’s current certificate of incorporation and bylaws, for a period of six (6) years from the Effective Time.

In addition, the Merger Agreement provides that, during the six (6) year period commencing at the Effective Time, the Surviving Corporation will (and Newco must cause the Surviving Corporation to) indemnify and hold harmless each current or former director or officer of Barracuda or Barracuda’s subsidiaries, to the fullest extent permitted by law, from and against all costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any legal proceeding arising, directly or indirectly, out of or pertaining, directly or indirectly, to (1) any action or omission, or alleged action or omission, in such indemnified person’s capacity as a director or officer of Barracuda or Barracuda’s subsidiaries or other affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time); and (2) any of the transactions contemplated by the Merger Agreement. The Merger Agreement also provides that the Surviving Corporation will (and Newco must cause the Surviving Corporation to) pay all fees and expenses (including fees and expenses of any counsel) as incurred by any such indemnified person in the defense of such legal proceeding.

In addition, without limiting the foregoing, the Merger Agreement requires Newco to cause the Surviving Corporation to maintain, on terms no less advantageous to the indemnified parties, Barracuda’s directors’ and officers’ insurance policies for a period of at least six (6) years commencing at the Effective Time. Neither Newco nor the Surviving Corporation will be required to pay premiums for such policy to the extent such premiums exceed, on an annual basis, 300% of the aggregate annual premiums currently paid by Barracuda, and if the premium for such insurance coverage would exceed such amount Newco shall be obligated to cause the Surviving Corporation to obtain the greatest coverage available for a cost equal to such amount.

For more information, please refer to the section of this proxy statement captioned “The Merger — Interests of Barracuda’s Directors and Executive Officers in the Merger.”

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Other Covenants

Stockholders Meeting

Barracuda has agreed to take all necessary action (in accordance with applicable law and Barracuda’s organizational documents) to establish a record date for, call, give notice of, convene and hold a Special Meeting of the stockholders as promptly as reasonably practicable after the date of the Merger Agreement for the purpose of voting upon the adoption of the Merger Agreement and approval of the Merger.

Stockholder Litigation

Barracuda will (1) provide Newco with prompt notice of all stockholder litigation relating to the Merger Agreement; (2) keep Newco reasonably informed with respect to the status thereof; (3) give Newco the opportunity to participate in the defense, settlement or prosecution of any such litigation; and (4) consult with Newco with respect to the defense, settlement or prosecution of any such litigation. Barracuda may not compromise, settle or come to an arrangement regarding any such litigation without Newco’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned).

Conditions to the Closing of the Merger

The obligations of Newco and Merger Sub, on the one hand, and Barracuda, on the other hand, to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following conditions:

In addition, the obligations of Newco and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

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In addition, the obligation of Barracuda to consummate the Merger is subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the adoption of the Merger Agreement by stockholders, in the following ways:

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In the event that the Merger Agreement is terminated pursuant to the termination rights above, the Merger Agreement will be of no further force or effect without liability of any party to the other parties, as applicable, except certain sections of the Merger Agreement will survive the termination of the Merger Agreement in accordance with their respective terms, including terms relating to reimbursement of expenses and indemnification. Notwithstanding the foregoing, nothing in the Merger Agreement will relieve any party from any liability for any fraud in connection with the Merger Agreement. In addition, no termination of the Merger Agreement will affect the rights or obligations of any party pursuant to the confidentiality agreement between an affiliate of Thomas Bravo and Barracuda or the Limited Guaranty, which rights, obligations and agreements will survive the termination of the Merger Agreement in accordance with their respective terms.

Termination Fees and Expense Reimbursement

Termination Fee Payable by Barracuda

If the Merger Agreement is terminated in specified circumstances, Barracuda has agreed to pay Newco a termination fee of $48.26 million.

Newco will be entitled to receive the termination fee from Barracuda if the Merger Agreement is terminated:

Termination Fee Payable by Newco

If the Merger Agreement is terminated in specified circumstances, Newco has agreed to pay Barracuda a termination fee of $96.53 million.

Barracuda will be entitled to receive the termination fee from Newco if the Merger Agreement is terminated:

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Specific Performance

In the event of a breach or threatened breach of any covenant or obligation in the Merger Agreement, subject to the immediately following paragraph, the non-breaching party will be entitled to an injunction, specific performance or other equitable relief to enforce specifically the terms and provisions of the Merger Agreement.

Notwithstanding the foregoing, Barracuda will be entitled to an injunction, specific performance or other equitable remedy in connection with enforcing Newco’s obligation to cause the equity financing to be funded (and to exercise its third party beneficiary rights under the equity commitment letter) and to consummate the Merger only in the event that (1) all conditions to Newco’s and Merger Sub’s obligations to close the Merger have been satisfied (other than those conditions that by their terms are to be satisfied at the closing, each of which must be able to be satisfied at the closing), (2) the debt financing has been funded or the parties providing the debt financing have confirmed in writing that it will be funded if the equity financing is funded at the closing, (3) Newco and Merger Sub have failed to consummate the Merger prior to the time the closing was required pursuant to the Merger Agreement, and (4) Barracuda has irrevocably confirmed in writing to Newco that if specific performance is granted and the equity financing and debt financing are funded, then it will take such actions that are required of it by the Merger Agreement to cause the closing to occur.

Although Barracuda may pursue both a grant of specific performance and the payment of the termination fee by Newco, Barracuda will not be permitted to pursue an injunction, specific performance or other equitable relief or any other remedy under the Merger Agreement following the payment by Newco of the termination fee when payable under the Merger Agreement.

Fees and Expenses

Except in specified circumstances, whether or not the Merger is completed, Barracuda, on the one hand, and Newco and Merger Sub, on the other hand, are each responsible for all of their respective costs and expenses incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement.

Amendment

The Merger Agreement may be amended in writing at any time before or after adoption of the Merger Agreement by stockholders. However, after adoption of the Merger Agreement by stockholders, no amendment that requires further approval by such stockholders pursuant to the DGCL may be made without such approval.

Governing Law

The Merger Agreement is governed by Delaware law.

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MARKET PRICES AND DIVIDEND DATA

Our common stock is listed on the NYSE under the symbol “CUDA.” As of [●], there were [●] shares of common stock outstanding, held by approximately [●] stockholders of record. We have never declared or paid any cash dividends on our common stock.

The following table presents the high and low intra-day sale prices of our common stock on the NYSE during the fiscal quarters indicated:

On [●], the latest practicable trading day before the printing of this proxy statement, the closing price for our common stock on the NYSE was $[●] per share. You are encouraged to obtain current market quotations for our common stock.

Following the Merger, there will be no further market for our common stock and it will be delisted from the NYSE and deregistered under the Exchange Act. As a result, following the Merger we will no longer file periodic reports with the SEC.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock, as of November 30, 2017 for:

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person, and the percentage ownership of that person, shares of common stock subject to stock options held by that person that are currently exercisable, or exercisable within 60 days of November 30, 2017 or issuable pursuant to RSUs which are subject to vesting conditions expected to occur within 60 days of November 30, 2017 are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated below, the address of each beneficial owner listed in the table is c/o Barracuda Networks, Inc., 3175 S. Winchester Blvd., Campbell, CA 95008.

The percentages in the table below are based on 53,603,606 shares of common stock outstanding as of November 30, 2017. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, to our knowledge, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name. The information provided in this table is based on our records and information filed with the SEC, unless otherwise noted.

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FUTURE STOCKHOLDER PROPOSALS

If the Merger is completed, we will have no public stockholders and there will be no public participation in any future meetings of stockholders of Barracuda. However, if the Merger is not completed, stockholders will continue to be entitled to attend and participate in stockholder meetings.

Barracuda will hold an annual meeting in 2018 only if the Merger has not already been completed.

Proposals of stockholders that are intended for inclusion in our proxy statement relating to our annual meeting in 2018, if held, must be received by us at our offices 3175 S. Winchester Blvd., Campbell, CA 95008, Attention: Corporate Secretary, by May 14, 2018 and must satisfy the conditions established by the SEC, including, but not limited to, Rule 14a-8 promulgated under the Exchange Act, and in our bylaws for stockholder proposals in order to be included in our proxy statement for that meeting.

Stockholders may only present a matter for consideration at our annual meeting in 2018, if held, if certain procedures are followed. Under our bylaws, in order for a matter to be deemed properly presented by a stockholder, timely notice must be delivered to or mailed and received by the Corporate Secretary at our principal executive offices not later than the close of business on the 45th day, nor earlier than the close of business on the 75th day, before the one-year anniversary of the date on which Barracuda first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than thirty (30) days prior to or delayed by more than sixty (60) days after the one-year anniversary of the date of the previous year’s annual meeting, then notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which public announcement of the date of such annual meeting is first made. Our bylaws specify the information with respect to making stockholder proposals that is required to be included in the written notice that must be provided to our Corporate Secretary. Stockholders may contact the Corporate Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals. A copy of our amended and restated bylaws may be obtained by accessing our filings on the SEC’s website at www.sec.gov. You may also contact our secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

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WHERE YOU CAN FIND MORE INFORMATION

The SEC allows us to “incorporate by reference” information into this proxy statement, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except for any information superseded by information in this proxy statement or incorporated by reference subsequent to the date of this proxy statement. This proxy statement incorporates by reference the documents set forth below that we have previously filed with the SEC. These documents contain important information about us and our financial condition and are incorporated by reference into this proxy statement.

The following Barracuda filings with the SEC are incorporated by reference:

We also incorporate by reference into this proxy statement additional documents that we may file with the SEC between the date of this proxy statement and the earlier of the date of the Special Meeting or the termination of the Merger Agreement. These documents include periodic reports, such as Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as Current Reports on Form 8-K and proxy soliciting materials. The information provided on our website is not part of this proxy statement, and therefore is not incorporated by reference herein.

Information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, including related exhibits, is not and will not be incorporated by reference into this proxy statement.

You may read and copy any reports, statements or other information that we file with the Securities and Exchange Commission at the SEC’s public reference room at the following location: Station Place, 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also obtain copies of those documents at prescribed rates by writing to the Public Reference Section of the SEC at that address. Please call the SEC at (800) SEC-0330 for further information on the public reference room. These SEC filings are also available to the public from commercial document retrieval services and at www.sec.gov.

You may obtain any of the documents we file with the SEC, without charge, by requesting them in writing or by telephone from us at the following address:

Barracuda Networks, Inc.

Attn: Corporate Secretary

3175 S. Winchester Blvd.

Campbell, CA 95008

If you would like to request documents from us, please do so as soon as possible, to receive them before the Special Meeting. Please note that all of our documents that we file with the SEC are also promptly available through the Investor Relations section of our website, www.barracuda.com. The information included on our website is not incorporated by reference into this proxy statement.

If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our Proxy Solicitor:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokerage Firms Call: (212) 493-3910

Stockholders Call Toll Free: (800) 334-0384

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MISCELLANEOUS

Barracuda has supplied all information relating to Barracuda, and Newco has supplied, and Barracuda has not independently verified, all of the information relating to Newco and Merger Sub contained in this proxy statement.

You should rely only on the information contained in this proxy statement, the annexes to this proxy statement and the documents that we incorporate by reference in this proxy statement in voting on the Merger. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated [●], 201[●]. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this proxy statement), and the mailing of this proxy statement to stockholders does not create any implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make a proxy solicitation.

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ANNEX A

MERGER AGREEMENT

by and among

PROJECT DEEP BLUE HOLDINGS, LLC

PROJECT DEEP BLUE MERGER CORP.

and

BARRACUDA NETWORKS, INC.

Dated November 26, 2017

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