BEDFORD, Mass., Aug. 4 /PRNewswire-FirstCall/ -- RSA Security Inc.
(Nasdaq: RSAS) today announced that it has scheduled a special meeting of
stockholders for Thursday, September 14, 2006 at 10:00 a.m. local time at
the offices of Wilmer Cutler Pickering Hale and Dorr LLP, located at 60
State Street, Boston, Massachusetts 02109, for the purpose of considering
and voting on the adoption of the Agreement and Plan of Merger, dated as of
June 29, 2006, among RSA Security, EMC Corporation and Entrust Merger
Corporation, a wholly owned subsidiary of EMC, as such agreement may be
amended from time to time. All RSA Security common stockholders of record
at the close of business on July 31, 2006 will be entitled to notice of,
and to vote at, the special meeting and any adjournment or postponement of
the special meeting.
RSA Security and EMC each filed pre-merger notifications with the U.S.
antitrust authorities pursuant to the Hart-Scott-Rodino Antitrust
Improvement Act of 1976 and requested "early termination" of the waiting
period. The Federal Trade Commission and the Department of Justice
Antitrust Division granted early termination of the waiting period on July
28, 2006.
RSA Security expects that the merger will close as soon as possible in
September following the special meeting of stockholders. The merger,
however, remains subject to a number of conditions, including the adoption
of the merger agreement by RSA Security stockholders, the absence of any
applicable law or legal ruling that would make the merger illegal or would
otherwise prohibit consummation of the merger and other customary closing
conditions.
About RSA Security Inc.
RSA Security Inc. is the expert in protecting online identities and
digital assets. The inventor of core security technologies for the
Internet, the Company leads the way in strong authentication, encryption
and anti-fraud protection, bringing trust to millions of user identities
and the transactions that they perform. RSA Security's portfolio of
award-winning identity & access management solutions helps businesses to
establish who's who online -- and what they can do.
With a strong reputation built on a 20-year history of ingenuity,
leadership and proven technologies, we serve more than 21,000 customers --
including financial institutions representing hundreds of millions of
consumers around the globe -- and interoperate with over 1,000 technology
and integration partners. For more information, please visit
http://www.rsasecurity.com
IMPORTANT ADDITIONAL INFORMATION TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION (SEC)
RSA Security has filed a preliminary proxy statement with the SEC and
plans to file with the SEC and mail to its stockholders a definitive proxy
statement in connection with the transaction. The definitive proxy
statement will contain important information about EMC, RSA Security, the
merger and related matters. Investors and security holders are urged to
read the definitive proxy statement carefully when it is available.
Investors and security holders will be able to obtain free copies of
the proxy statement and other documents filed with the SEC by EMC and RSA
Security through the web site maintained by the SEC at http://www.sec.gov.
Free copies of the proxy statement, when available, and each company's
other filings with the SEC also may be obtained from the respective
companies. Free copies of EMC's filings may be obtained by directing a
request to EMC. You can request this information via the web at
http://ir.emc.com/phoenix.zhtml?c=106202&p=irol-sec or by sending a written
request to EMC Investor Relations, EMC Corporation, 176 South Street,
Hopkinton, MA 01748. Free copies of RSA Security's filings may be obtained
by directing a request to RSA Security. You can request this information
via the web by visiting the "Investors" section of
http://www.RSASecurity.com or by sending a written request to RSA Security
Investor Relations, RSA Security, 174 Middlesex Turnpike, Bedford, MA
01730. In addition, investors and security holders may access copies of the
documents filed with the SEC by EMC on EMC's website at http://www.EMC.com,
and investors and security holders may access copies of the documents filed
with the SEC by RSA Security on RSA Security's website at
http://www.RSASecurity.com, when they become available.
RSA Security, and its directors and executive officers, may be deemed
to be participants in the solicitation of proxies from RSA Security's
stockholders with respect to the transactions contemplated by the merger
agreement. Information regarding RSA Security's directors and executive
officers is contained in RSA Security's Annual Report on Form 10-K for the
year ended December 31, 2005 and its preliminary proxy statement related to
the acquisition by EMC, which are filed with the SEC. As of June 30, 2006,
RSA Security's directors and executive officers beneficially owned (as
calculated in accordance with SEC Rule 13d-3) approximately 4,142,362
shares, or 5.3%, of RSA Security's common stock. You can obtain free copies
of these documents from RSA Security using the contact information set
forth above. Additional information regarding interests of such
participants is included in the preliminary proxy statement filed with the
SEC and the definitive proxy statement that will be filed with the SEC and
available free of charge as indicated above.
Investor Relations Media Relations
Dave Stack Matt Buckley
RSA Security Inc. RSA Security Inc.
(781) 515-6023 (781) 515-6212
dstack@rsasecurity.com mbuckley@rsasecurity.com
SOURCE RSA Security Inc.
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Related links:
http://www.rsasecurity.com/
CONTACT:
Dave Stack, +1-781-515-6023,
dstack@rsasecurity.com, or Matt Buckley, +1-781-515-6212,
mbuckley@rsasecurity.com, both of RSA Security Inc.
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