Secure Computing to Acquire CyberGuard, Creating Leader in Unified Threat Management Market; Transaction Expected to be Accretiv
August 18 2005 - 8:00AM
Business Wire
Global Private Equity Investor Warburg Pincus to Invest $70 Million
in Secure Computing Secure Computing Corporation (NASDAQ:SCUR), the
experts in securing connections between people, applications and
networks(TM), today announced that is has signed a definitive
agreement to acquire all of the outstanding common stock of
CyberGuard(R) Corporation (NASDAQ:CGFW), a global provider of
security solutions that protect the business-critical information
assets of Global 2000 enterprises and government organizations.
Under the definitive agreement, Secure Computing will issue 0.5
shares of Secure Computing common stock and $2.73 in cash for each
outstanding share of CyberGuard common stock. Secure Computing will
distribute to CyberGuard shareholders approximately 16.5 million
shares, which will represent approximately 28 percent of the
outstanding stock of the combined company after the close of the
transaction. Secure Computing also expects to assume all
outstanding and unexercised options to purchase CyberGuard common
stock which will be exercisable into approximately 3.2 million
shares of Secure Computing common stock. Based on Secure
Computing's closing price of $12.18 yesterday, the market value of
the transaction is expected to be approximately $295 million on a
fully diluted basis. Based on the average closing price for the 10
days ended August 16, 2005, for both companies, the offer
represents a 16% premium to CyberGuard shareholders. In conjunction
with this acquisition, Richard L. Scott, a current member of
CyberGuard's board of directors, will join Secure Computing's Board
of Directors following the close of the transaction. "The
acquisition of CyberGuard will bring together two companies with
highly complementary strengths and market synergies, and will allow
us to accelerate our strong pace of success over these last few
years," said John McNulty, chairman, president and CEO of Secure
Computing. "This transaction meets important strategic priorities
and better positions Secure Computing in two of the fastest growing
markets of the security industry," said McNulty. "By combining the
companies, Secure Computing will be the leader in the Unified
Threat Management market, the fastest growing segment of the IT
security market according to IDC. It will also accelerate our
ability to further penetrate the Secure Content Management market,
and clearly positions Secure Computing as the number two player in
web filtering with approximately 21.0 million licensed seats."
McNulty continued, "We believe the acquisition will be accretive to
Secure Computing's earnings within the second full quarter of
operations following the close of the transaction." Pat Clawson,
chairman and CEO of CyberGuard Corporation said, "the combination
of Secure Computing and CyberGuard brings together two successful
leaders in IT security technology that are among the most
established players in this dynamic and evolving industry. Like
Secure Computing, CyberGuard has built an excellent reputation in
the market by delivering a suite of integrated information security
solutions to Global 2000 enterprises and government organizations
worldwide. Together, we will be able to offer customers the most
advanced and robust security solutions for the Unified Threat
Management, Secure Content Management and Strong Authentication
markets." In connection with this transaction, Warburg Pincus, the
global private equity firm and a leading investor in technology
companies, will invest $70 million in Secure Computing in the form
of convertible preferred stock with warrants. The preferred stock
will be convertible at $13.51 per share, representing an 11%
premium to the closing price of Secure Computing's common shares on
August 17, 2005, and will include a 5% dividend which shall be
paid-in-kind for the first 4.5 years and thereafter may be paid in
cash, at the option of Secure Computing. Warburg Pincus will also
receive 1.0 million warrants to purchase Secure Computing common
stock at a price of $14.74, representing a premium of 21% to the
closing price of Secure Computing's common shares on August 17,
2005. The convertible preferred stock is not redeemable but may be
converted to common at any time by Warburg Pincus and after one
year by Secure Computing subject to the achievement of certain
share price performance milestones. This investment will close
concurrent with, and is contingent upon, the closing of the
CyberGuard transaction. "Secure Computing has an impressive history
of delivering market-leading solutions in enterprise security, and
has displayed a solid record of execution, growth, profitability
and cash generation," said Cary J. Davis, a Warburg Pincus managing
director. Davis, also will join Secure Computing's Board of
Directors once the transaction closes, added, "We believe that the
proposed combination with CyberGuard further enhances the company's
capabilities and clearly positions Secure Computing as a leading
global security solutions provider." Acquisition Combines Two
Highly Synergistic & Well Positioned Companies in the IT
Security Industry Benefits of the combined organization include: --
Greater Scale with Larger Geographic Footprint The combined company
will benefit from a stronger and more attractive worldwide
geographic footprint that includes 680 employees, more than 17,000
customers and 1,000 resellers in over 90 countries. Together, the
company will be able to leverage its strengths and better serve the
needs of its customers. And as a result, more opportunities will be
created to cross-sell all of the company's innovative products --
including SafeWord and CyberGuard's SG Series -- to both current
and prospective customers. Both Secure Computing and CyberGuard
also have strong OEM and channel partnerships with companies
including Cisco, Blue Coat, Network Appliance, Dell, AT&T and
Citrix. The combined company will continue to build and expand upon
these important partnerships, which sell web filtering as an add-on
to multi-function security appliances, Sidewinder G2 Security
Appliances, the SG Series and SafeWord 4 products. -- Expanded and
Enhanced Product Portfolio Secure Computing and CyberGuard bring
unique and innovative technological assets to the combined company.
Customers and partners of both companies will benefit by combining
the two leaders in the application proxy firewall space. The best
features and functions of both application proxy firewall products
will be incorporated into a single technology offering and provide
customers with the most advanced application proxy/deep inspection
technology in the market. The combined organization will also be
better positioned to compete in the Secure Content Management
market. The web filtering technologies are very complementary and
round out an extensive web filtering product offering. This web
filtering foundation coupled with CyberGuard's current Secure
Content Management appliance offering and the combined engineering
strengths will allow Secure Computing to accelerate solutions for
this rapidly growing market. -- More Capacity to Innovate with
Larger Planning and Development Teams The combination will
significantly increase Secure Computing's development resources and
once integration is completed, will allow for acceleration in the
development of new and evolutionary solutions for the Unified
Threat Management and Secure Content Management markets. About the
Transaction Under the definitive agreement, Secure Computing will
issue 0.5 shares of Secure Computing common stock and $2.73 in cash
for each outstanding share of CyberGuard common stock. The proceeds
from the financing with Warburg Pincus are expected to finance the
cash portion of the merger. The merger is subject to the
satisfaction of customary closing conditions, including the
approval of CyberGuard's and Secure Computing's shareholders, and
is expected to close during the fourth calendar quarter of 2005.
Each company's executive officers and directors who are
stockholders have agreed to vote in favor of the merger. The
Warburg Pincus financing will not close unless the merger is
completed. The foregoing summary is a general description of
certain pricing and related terms contained in the definitive
agreement for the transaction, and is qualified in its entirety by
the definitive agreement, a copy of which will be filed by Secure
Computing and CyberGuard with the Securities and Exchange
Commission on Form 8-K. Investor Conference Call Secure Computing
and CyberGuard will be hosting a joint 90 minute conference call
today, August 18, 2005, at 10:00 a.m. EDT (7:00 a.m. PDT) to
discuss the details of the acquisition and to review CyberGuard's
fourth quarter and fiscal 2005 results. To participate by
telephone, the dial-in number is 1-877-560-3200 and the conference
ID number is 7895959 within the United States. If you are calling
from outside the U.S., the dial-in number is 1-706-645-9750 and the
conference ID number is 7895959. The conference call will also be
available via live webcast on Secure Computing's Investor Relations
web site at: www.securecomputing.com. About Secure Computing Secure
Computing (NASDAQ:SCUR) has been securing the connections between
people and information for over 20 years. Specializing in
delivering solutions that secure these connections, Secure
Computing is uniquely qualified to be the global security solutions
provider to organizations of all sizes. Our more than 14,000 global
customers, supported by a worldwide network of partners, include
the majority of the Dow Jones Global 50 Titans and the most
prominent organizations in banking, financial services, healthcare,
telecommunications, manufacturing, public utilities, education, and
federal and local governments. The company is headquartered in San
Jose, Calif., and has sales offices worldwide. For more
information, see http://www.securecomputing.com. About CyberGuard
Corporation CyberGuard Corporation (NASDAQ:CGFW) delivers a suite
of integrated information security solutions to provide Global 2000
enterprises and government organizations with the confidence that
their critical information assets are protected. Based on the
company's Total Stream Protection framework and managed via its
Global Command Center, CyberGuard's products go beyond
network-level security to provide protection against the most
dangerous application-layer vulnerabilities and provide potential
damage, securing the entire data stream. With a growing and
satisfied number of brand-name customers, CyberGuard has deployed
more than 250,000 products across the globe. Headquartered near
Boca Raton, Fl., the company has offices and training centers
around the world. For more information visit www.CyberGuard.com.
About Warburg Pincus Warburg Pincus has been a leading private
equity investor since 1971. The firm currently has more than $10
billion under management and an additional $8 billion available for
further investments. Warburg Pincus invests in a range of sectors
including information and communication technology, financial
services, healthcare, media and business services, energy,
industrial and real estate. The firm has invested $5 billion in 122
information and communication technology companies including BEA
Systems (NASDAQ:BEAS), NeuStar (NYSE:NSR), ScanSoft (NASDAQ:SSFT),
UGS and VERITAS Software (recently acquired by Symantec). An
experienced partner to executives seeking to create and build
durable companies with sustainable value, Warburg Pincus has
offices in North America, Europe and Asia and an active portfolio
of more than 100 companies. For more information, please visit
www.warburgpincus.com. Additional Information about the Proposed
Merger and Where to Find It Secure Computing intends to file a
proxy statement/prospectus with the Securities and Exchange
Commission in connection with the transaction, and each company
expects to mail the proxy statement/prospectus to its shareholders.
These documents contain important information about the
transaction. Investors and security holders are urged to read these
documents carefully when they are available. Investors and security
holders will be able to obtain free copies of these documents
through the website maintained by the Securities and Exchange
Commission at www.sec.gov. "Safe Harbor" Statement under the
Private Securities Litigation Reform Act of 1995 The statements
contained in this release, which are not historical facts, are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Examples of such forward-looking statements include
Secure Computing's belief that the merger and Warburg Pincus
financing will be completed, CyberGuard is an excellent fit with
Secure Computing, the acquisition of CyberGuard will strengthen
Secure Computing's current activities, and that the merger will add
a base of new customers, expand the scope of Secure's product line
and be accretive to Secure Computing's earnings within the second
full quarter of operations following the close of the transaction.
These statements are subject to uncertainties that could cause
actual results to differ materially from those set forth in or
implied by forward-looking statements. These risks and
uncertainties include, among others, the following risks: that the
merger and Warburg Pincus financing will not close, that the
closing will be delayed, that customers and partners will not react
favorably to the merger, risks associated with acquiring other
companies, including integration risks, and other risks described
in Secure Computing's and CyberGuard's Securities and Exchange
Commission filings, including the Registration Statement on Form
S-4 to be filed with the SEC in connection with the transaction,
Secure's Annual Report on Form 10-K for the year ended December 31,
2004 and its Quarterly Report on Form 10-Q for the quarter ended
June 30, 2005, under the captions "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations," and CyberGuard's Annual Report on Form 10-K for the
year ended June 30, 2004, and its Quarterly Report on form 10-Q for
the quarter ended March 31, 2005, under the captions "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition
and Results of Operations." Neither Secure nor CyberGuard undertake
any obligation to update these forward-looking statements to
reflect events or circumstances after the date of this press
release. Secure Computing and CyberGuard and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the security holders of
CyberGuard in favor of the merger and from security holders of
Secure Computing in favor of the issuance of the shares in the
merger and the Warburg Pincus financing. The directors and
executive officers of CyberGuard and their beneficial ownership of
CyberGuard common stock are set forth in the most recent proxy
statement filed by CyberGuard with the Securities and Exchange
Commission on October 25, 2004. The directors and executive
officers of Secure Computing and their beneficial ownership of
Secure Computing common stock are set forth in the most recent
proxy statement filed by Secure Computing with the Securities and
Exchange Commission on March 28, 2005. Copies of those proxy
statements may be obtained free of charge at the Commission's
website, www.sec.gov. Security holders of Secure Computing and
CyberGuard may obtain additional information regarding the
interests of the foregoing people by reading the proxy
statement/prospectus when it becomes available.
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