McAfee, Inc. Agrees to Acquire Secure Computing Pending Acquisition Expected to Create One of theLargest Network Security Vendors, Offering the Most Complete NetworkSecurity Solution to Businesses of All Sizes
SANTA CLARA, Calif., and SAN JOSE, Calif., Sept. 22, 2008 –McAfee, Inc. (NYSE: MFE) today announced the execution of a definitivemerger agreement to acquire Secure Computing Corporation (NASDAQ:SCUR)for $5.75 per common share in cash, without interest, representing anequity value for Secure Computing’s common stock of approximately $413million in the aggregate. In addition, Secure Computing’s outstandingshares of preferred stock will also be redeemed for cash as part of theproposed transaction, which would represent approximately, calculatedas of today's date, an additional $84 million. In total, net of cashheld by Secure, the proposed transaction would be valued atapproximately $465 million.
Secure Computing is a leading provider of network security with aproduct portfolio that spans businesses of all sizes. Through thepending acquisition of Secure Computing, McAfee expects to take anotherstep toward its goal of strengthening its leadership position insecurity risk management (SRM).
Secure Computing delivers a comprehensive set of solutionsthat help customers protect their critical Web, email and networkassets. With the pending addition of Secure Computing’s products andservices, McAfee expects to be able to deliver the industry’s mostcomplete network security portfolio (covering intrusion prevention,firewall, Web security, email security and data protection, networkaccess control), from small and mid to the world’s largestorganizations.
“Today’s announcement of this pending acquisition is anatural extension of McAfee’s security-only focus,” said Dave DeWalt,chief executive officer and president of McAfee. “We expect the pendingcombination of McAfee and Secure Computing will create an annualprojected combined revenue of just under $500 million in the networksecurity segment of our SRM portfolio. We believe that this pendingacquisition will allow us to immediately establish a leading and highlycompetitive 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 largestnetwork security players, delivering the industry’s most completenetwork security solution to businesses of all sizes, extending thesuccess of its total protection strategy through best of breedtechnology 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 deliverthe 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 106countries that will be able to rely upon McAfee as a single source forcomplete security portfolio—spanning endpoint, network, data and riskand compliance
“I believe the combination of the two companies will allow us toreap the benefits of a worldwide dedicated sales team three times oursize, best-in-class security research, greater partner distribution andenhanced cross-selling opportunities,” said Dan Ryan, president andchief executive officer, Secure Computing. “Combined, we believe wewill become a leader in the network security space.”
The proposed acquisition is subject to regulatory approvals andSecure Computing stockholder approval, and is expected to close in thelatter part of the fourth quarter of 2008. McAfee anticipates thatfollowing the closing, Secure Computing’s technologies will beincorporated 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 thoseregarding McAfee’s future plans for the Secure Computing business, theexpected closing date of the acquisition, the expected financial impactof the Secure Computing acquisition on McAfee’s earnings, andexpectations as to the future revenue of the combined McAfee and SecureComputing network security segment. Factors that could cause McAfee’sactual results or outcomes, levels of activity, performance orachievements, including the realization of expected financial and othereffects of the acquisition, to be materially different from thoseanticipated in this release include among others, the inability tointegrate successfully Secure Computing within McAfee or to realizesynergies from such integration; costs related to the acquisition ofSecure Computing; inability to obtain necessary regulatory approval orto obtain them on acceptable terms; the economic environment of theindustries in which McAfee and Secure Computing operate, as well asfacts relating to Secure Computing that may impact the timing or amountof synergies they can be realized and that are unknown to McAfee. Inaddition, actual results are subject to other risks and uncertaintiesthat relate more broadly to McAfee’s overall business, including thosemore fully described in McAfee’s filings with the SEC including itsannual report on Form 10-K for the year ended December 31, 2007, andits 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, 2008by calling (800) 642-1687 (United States toll-free) or (706) 645-9291(international)
About McAfee, Inc.
McAfee, Inc. is the leading dedicated security technologycompany. Headquartered in Santa Clara, California, McAfee deliversproactive and proven solutions and services that secure systems andnetworks around the world. With its unmatched security expertise andcommitment to innovation, McAfee empowers home users, businesses, thepublic 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
Secure Computing Corporation (NASDAQ: SCUR), a leading providerof enterprise gateway security, delivers a comprehensive set ofsolutions that help customers protect their critical Web, email andnetwork assets. Over half the Fortune 50 and Fortune 500 are part ofits more than 22,000 global customers, supported by a worldwide networkof more than 2,000 partners. The company is headquartered in San Jose,Calif., and has offices worldwide. For more information, seehttp://www.securecomputing.com.
Important Information
Secure Computing Corporation (“Secure Computing”) intends to file withthe Securities and Exchange Commission (the “SEC”) preliminary anddefinitive proxy statements and other relevant materials in connectionwith its proposed acquisition by McAfee, Inc. (“McAfee”). Thedefinitive proxy statement will be mailed to the stockholders of SecureComputing. Beforemaking any voting or investment decision with respect to thetransaction, investors and security holders of Secure Computing areurged to read the proxy statement and the other relevant materials whenthey become available because they will contain important informationabout the transaction, Secure Computing and McAfee. Investors andsecurity holders may obtain free copies of these documents (when theyare available) and other documents filed with the SEC at the SEC’s website at www.sec.gov. In addition, investors and security holders mayobtain free copies of the documents filed with the SEC from SecureComputing’s investor relations website atwww.securecomputing.com/invest.cfm or by writing its investor relationsdepartment at 55 Almaden Boulevard, Suite 500 San Jose, CA 95113.
Information Regarding Participants
Secure Computing and its officers and directors may be deemed to beparticipants in the solicitation of proxies from Secure Computing’sstockholders with respect to the transaction. A description of anyinterests that these officers and directors have in the transactionwill be available in the proxy statement. In addition, McAfee may bedeemed to have participated in the solicitation of proxies from SecureComputing’s stockholders in favor of the approval of the Agreement andPlan of Merger. Information concerning McAfee’s directors and executiveofficers is set forth in McAfee’s proxy statement for its 2008 annualmeeting 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 atwww.sec.gov or by going to McAfee’s investor relations page on itscorporate website at www.mcafee.com.
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NOTE: McAfee and any additional McAfee marks hereinare registered trademarks of McAfee, Inc. and/or its affiliates in theU.S. and/or other countries. McAfee Red in connection with security isdistinctive of McAfee brand products. All other registered andunregistered trademarks herein are the sole property of theirrespective owners. © 2008 McAfee, Inc. All rights reserved.
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发表于 2008-9-23 09:28:51
发表于 2008-9-23 09:42:09
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那段时间到现在都没出现第二次过