RHT Red Hat

On June 22, 2016, Red Hat, Inc., a Delaware corporation (“Red Hat”), 3scale, Inc., a Delaware corporation (“3scale”), Troika Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Red Hat (“Troika”), 3scale Networks, S.L., a corporation organized under the laws of Spain and a subsidiary of 3scale, and Shareholder Representative Services LLC, as holder agent, entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, upon the satisfaction or waiver of the conditions in the Merger Agreement, Red Hat will acquire 3scale through a merger of Troika with and into 3scale (the “Merger”). The closing of the Merger is conditioned upon customary closing conditions, including approval by the stockholders of 3scale. A press release announcing this transaction, as well as information on the anticipated impact of such transaction on Red Hat’s guidance for the second fiscal quarter and fiscal year ending February 28, 2017, was issued on June 22, 2016 and is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.