Santa Clara, California and San Jose, California, 23 September - McAfee (NYSE: MFE) has 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 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, e-mail 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, e-mail security and data protection, network access control), from small and mid to the world's largest organisations.
"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 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 life cycle 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 of 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 realisation 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 realise 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 realised 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 31 December 2007, and its quarterly report filed on Form 10-Q for the second quarter of 2008.
Conference Call Information:
The company hosted a conference call on Tuesday at 5:30am Pacific, 8:30am Eastern to discuss the acquisition. Participants called (800) 809-7467 (United States toll-free) (706) 679-4671 (international).
The conference ID is 65728574. The conference call was streamed online at http://investor.mcafee.com. A replay of the call will be available until 6 October 2008 by calling (800) 642-1687 (United States toll-free) or (706) 645-9291 (international).
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