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.
SOURCE McAfee, Inc.
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Related links:
http://www.mcafee.com
http://www.securecomputing.com
CONTACT:
Investor Relations, Kelsey Doherty,
+1-917-842-0334, Kelsey_Doherty@McAfee.com, or Public Relations,
Tracy Ross, +1-650-245-8466, Tracy_Ross@mcafee.com, both of
McAfee; or Secure Computing Investor Relations, Jane Underwood,
+1-408-494-2186, invest@securecomputing.com, or Secure Computing
PR, Ally Zwahlen, +1-925-288-4175,
ally_zwahlen@securecomputing.com, both of Secure Computing
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