McAfee, Inc. Agrees to Acquire Secure Computing
22 September 2008 - 9:32PM
PR Newswire (US)
Pending Acquisition Expected to Create One of the Largest Network
Security Vendors, Offering the Most Complete Network Security
Solution to Businesses of All Sizes SANTA CLARA, Calif. and SAN
JOSE, Calif., Sept. 22 /PRNewswire-FirstCall/ -- McAfee, Inc.
(NYSE:MFE) today announced the execution of a definitive merger
agreement to acquire Secure Computing Corporation (NASDAQ:SCUR) for
$5.75 per common share in cash, without interest, representing an
equity value for Secure Computing's common stock of approximately
$413 million in the aggregate. In addition, Secure Computing's
outstanding shares of preferred stock will also be redeemed for
cash as part of the proposed transaction, which would represent
approximately, calculated as of today's date, an additional $84
million. In total, net of cash held by Secure, the proposed
transaction would be valued at approximately $465 million. Secure
Computing is a leading provider of network security with a product
portfolio that spans businesses of all sizes. Through the pending
acquisition of Secure Computing, McAfee(R) expects to take another
step toward its goal of strengthening its leadership position in
security risk management (SRM). Secure Computing delivers a
comprehensive set of solutions that help customers protect their
critical Web, email and network assets. With the pending addition
of Secure Computing's products and services, McAfee expects to be
able to deliver the industry's most complete network security
portfolio (covering intrusion prevention, firewall, Web security,
email security and data protection, network access control), from
small and mid to the world's largest organizations. "Today's
announcement of this pending acquisition is a natural extension of
McAfee's security-only focus," said Dave DeWalt, chief executive
officer and president of McAfee. "We expect the pending combination
of McAfee and Secure Computing will create an annual projected
combined revenue of just under $500 million in the network security
segment of our SRM portfolio. We believe that this pending
acquisition will allow us to immediately establish a leading and
highly competitive position in the network security space." The
rationale for the proposed acquisition is as follows: -- With
Secure Computing, McAfee expects to become one of the largest
network security players, delivering the industry's most complete
network security solution to businesses of all sizes, extending the
success of its total protection strategy through best of breed
technology suites -- Secure Computing TrustedSource technology will
extend McAfee's "in- the-cloud" security as a service offering --
With Secure Computing, McAfee expects to be able to deliver the
complete content and data lifecycle management at the network,
spanning detection, filtering, encryption, blocking, archiving,
reporting and compliance -- Secure Computing has more than 22,000
customers in 106 countries that will be able to rely upon McAfee as
a single source for complete security portfolio-spanning endpoint,
network, data and risk and compliance "I believe the combination of
the two companies will allow us to reap the benefits of a worldwide
dedicated sales team three times our size, best-in-class security
research, greater partner distribution and enhanced cross-selling
opportunities," said Dan Ryan, president and chief executive
officer, Secure Computing. "Combined, we believe we will become a
leader in the network security space." The proposed acquisition is
subject to regulatory approvals and Secure Computing stockholder
approval, and is expected to close in the latter part of the fourth
quarter of 2008. McAfee anticipates that following the closing,
Secure Computing's technologies will be incorporated under McAfee's
Network Security product business unit, headed by Dan Ryan. For
additional information, please reference http://www.mcafee.com/.
Forward-Looking Statements: This release contains forward-looking
statements, which include those regarding McAfee's future plans for
the Secure Computing business, the expected closing date of the
acquisition, the expected financial impact of the Secure Computing
acquisition on McAfee's earnings, and expectations as to the future
revenue of the combined McAfee and Secure Computing network
security segment. Factors that could cause McAfee's actual results
or outcomes, levels of activity, performance or achievements,
including the realization of expected financial and other effects
of the acquisition, to be materially different from those
anticipated in this release include among others, the inability to
integrate successfully Secure Computing within McAfee or to realize
synergies from such integration; costs related to the acquisition
of Secure Computing; inability to obtain necessary regulatory
approval or to obtain them on acceptable terms; the economic
environment of the industries in which McAfee and Secure Computing
operate, as well as facts relating to Secure Computing that may
impact the timing or amount of synergies they can be realized and
that are unknown to McAfee. In addition, actual results are subject
to other risks and uncertainties that relate more broadly to
McAfee's overall business, including those more fully described in
McAfee's filings with the SEC including its annual report on Form
10-K for the year ended December 31, 2007, and its quarterly report
filed on Form 10-Q for the second quarter of 2008. Conference Call
Information: -- The Company will host a conference call today at
5:30 a.m. Pacific, 8:30 a.m. Eastern to discuss the acquisition.
Participants should call (800) 809-7467 (United States toll-free)
(706) 679-4671 (international). The conference ID is 65728574. --
Attendees should dial-in at least 15 minutes prior to the
conference call. -- The conference call will also be web cast and
streamed online at http://investor.mcafee.com/. -- A replay of the
call will be available until October 6, 2008 by calling (800)
642-1687 (United States toll-free) or (706) 645-9291
(international). About McAfee, Inc. McAfee, Inc. is the leading
dedicated security technology company. Headquartered in Santa
Clara, California, McAfee delivers proactive and proven solutions
and services that secure systems and networks around the world.
With its unmatched security expertise and commitment to innovation,
McAfee empowers home users, businesses, the public sector, and
service providers with the ability to block attacks, prevent
disruptions and continuously track and improve their security.
http://www.mcafee.com/. About Secure Computing Corporation Secure
Computing Corporation (NASDAQ:SCUR), a leading provider of
enterprise gateway security, delivers a comprehensive set of
solutions that help customers protect their critical Web, email and
network assets. Over half the Fortune 50 and Fortune 500 are part
of its more than 22,000 global customers, supported by a worldwide
network of more than 2,000 partners. The company is headquartered
in San Jose, Calif., and has offices worldwide. For more
information, see http://www.securecomputing.com/. Important
Information Secure Computing Corporation ("Secure Computing")
intends to file with the Securities and Exchange Commission (the
"SEC") preliminary and definitive proxy statements and other
relevant materials in connection with its proposed acquisition by
McAfee, Inc. ("McAfee"). The definitive proxy statement will be
mailed to the stockholders of Secure Computing. Before making any
voting or investment decision with respect to the transaction,
investors and security holders of Secure Computing are urged to
read the proxy statement and the other relevant materials when they
become available because they will contain important information
about the transaction, Secure Computing and McAfee. Investors and
security holders may obtain free copies of these documents (when
they are available) and other documents filed with the SEC at the
SEC's web site at http://www.sec.gov/. In addition, investors and
security holders may obtain free copies of the documents filed with
the SEC from Secure Computing's investor relations website at
http://www.securecomputing.com/invest.cfm or by writing its
investor relations department at 55 Almaden Boulevard, Suite 500
San Jose, CA 95113. Information Regarding Participants Secure
Computing and its officers and directors may be deemed to be
participants in the solicitation of proxies from Secure Computing's
stockholders with respect to the transaction. A description of any
interests that these officers and directors have in the transaction
will be available in the proxy statement. In addition, McAfee may
be deemed to have participated in the solicitation of proxies from
Secure Computing's stockholders in favor of the approval of the
Agreement and Plan of Merger. Information concerning McAfee's
directors and executive officers is set forth in McAfee's proxy
statement for its 2008 annual meeting of stockholders, which was
filed with the SEC on June 26, 2008. These documents are available
free of charge at the SEC's web site at http://www.sec.gov/ or by
going to McAfee's investor relations page on its corporate website
at http://www.mcafee.com/. NOTE: McAfee and any additional McAfee
marks herein are registered trademarks of McAfee, Inc. and/or its
affiliates in the U.S. and/or other countries. McAfee Red in
connection with security is distinctive of McAfee brand products.
All other registered and unregistered trademarks herein are the
sole property of their respective owners. (C) 2008 McAfee, Inc. All
rights reserved. DATASOURCE: McAfee, Inc. CONTACT: Investor
Relations, Kelsey Doherty, +1-917-842-0334, , or Public Relations,
Tracy Ross, +1-650-245-8466, , both of McAfee; or Secure Computing
Investor Relations, Jane Underwood, +1-408-494-2186, , or Secure
Computing PR, Ally Zwahlen, +1-925-288-4175, , both of Secure
Computing Web site: http://www.mcafee.com/
http://www.securecomputing.com/
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