Intel Corporation has entered into a definitive agreement to
acquire McAfee, Inc., through the purchase of all of the company’s
common stock at $48 per share in cash, for approximately $7.68
billion. Both boards of directors have unanimously approved the
deal, which is expected to close after McAfee shareholder approval,
regulatory clearances and other customary conditions specified in
the agreement.
The acquisition reflects that security is now a fundamental
component of online computing. Today’s security approach does not
fully address the billions of new Internet-ready devices
connecting, including mobile and wireless devices, TVs, cars,
medical devices and ATM machines as well as the accompanying surge
in cyber threats. Providing protection to a diverse online world
requires a fundamentally new approach involving software, hardware
and services.
Inside Intel, the company has elevated the priority of security
to be on par with its strategic focus areas in energy-efficient
performance and Internet connectivity.
McAfee, which has enjoyed double-digit, year-over-year growth
and nearly 80 percent gross margins last year, will become a
wholly-owned subsidiary of Intel, reporting into Intel’s Software
and Services Group. The group is managed by Renée James, Intel
senior vice president, and general manager of the group.
“With the rapid expansion of growth across a vast array of
Internet-connected devices, more and more of the elements of our
lives have moved online,” said Paul Otellini, Intel president and
CEO. “In the past, energy-efficient performance and connectivity
have defined computing requirements. Looking forward, security will
join those as a third pillar of what people demand from all
computing experiences.
“The addition of McAfee products and technologies into the Intel
computing portfolio brings us incredibly talented people with a
track record of delivering security innovations, products and
services that the industry and consumers trust to make connecting
to the Internet safer and more secure,” Otellini added.
“Hardware-enhanced security will lead to breakthroughs in
effectively countering the increasingly sophisticated threats of
today and tomorrow,” said James. “This acquisition is consistent
with our software and services strategy to deliver an outstanding
computing experience in fast-growing business areas, especially
around the move to wireless mobility.”
“McAfee is the next step in this strategy, and the right
security partner for us,” she added. “Our current work together has
impressive prospects, and we look forward to introducing a product
from our strategic partnership next year.”
“The cyber threat landscape has changed dramatically over the
past few years, with millions of new threats appearing every
month,” said Dave DeWalt, president and CEO of McAfee. “We believe
this acquisition will result in our ability to deliver a safer,
more secure and trusted Internet-enabled device experience.”
McAfee, based in Santa Clara and founded in 1987, is the world’s
largest dedicated security technology company with approximately $2
billion in revenue in 2009. With approximately 6,100 employees,
McAfee’s products and technologies deliver secure solutions and
services to consumers, enterprises and governments around the world
and include a strong sales force that works with a variety of
customers.
The company has a suite of software-related security solutions,
including end-point and networking products and services that are
focused on helping to ensure Internet-connected devices and
networks are protected from malicious content, phony requests and
unsecured transactions and communications. Among others, products
include McAfee Total Protection™, McAfee Antivirus, McAfee Internet
Security, McAfee Firewall, McAfee IPS as well as an expanding line
of products targeting mobile devices such as smartphones.
Intel has made a series of recent and successful software
acquisitions to pursue a deliberate strategy focused on leading
companies in their industry delivering software that takes
advantage of silicon. These include gaming, visual computing,
embedded device and machine software and now security.
Home to two of the most innovative labs and research in the
high-tech industry, Intel and McAfee will also jointly explore
future product concepts to further strengthen security in the cloud
network and myriad of computers and devices people use in their
everyday lives.
On a GAAP basis, Intel expects the combination to be slightly
dilutive to earnings in the first year of operations and
approximately flat in the second year. On a non-GAAP basis,
excluding a one-time write down of deferred revenue when the
transaction closes and amortization of acquired intangibles, Intel
expects the combination to be slightly accretive in the first year
and improve beyond that.
Intel was advised by Goldman Sachs & Co. and Morrison &
Foerster LLP. McAfee was advised by Morgan Stanley & Co. Inc.
and Wilson Sonsini Goodrich & Rosati, P.C.
About Intel
Intel (NASDAQ:INTC) is a world leader in computing innovation.
The company designs and builds the essential technologies that
serve as the foundation for the world’s computing devices.
Additional information about Intel is available at
www.intel.com/pressroom and blogs.intel.com.
About McAfee
McAfee, Inc. (NYSE:MFE), headquartered in Santa Clara,
California, is the world's largest dedicated security technology
company. McAfee is committed to relentlessly tackling the world's
toughest security challenges. The company delivers proactive and
proven solutions and services that help secure systems and networks
around the world, allowing users to safely connect to the Internet,
browse, and shop the web more securely. Backed by an award-winning
research team, McAfee creates innovative products that empower home
users, businesses, the public sector, and service providers by
enabling them to prove compliance with regulations, protect data,
prevent disruptions, identify vulnerabilities, and continuously
monitor and improve their security. http://www.mcafee.com.
FORWARD LOOKING STATEMENTS SAFE
HARBOR
This press release contains certain forward-looking statements
regarding the proposed transaction between Intel and McAfee,
including but not limited to statements regarding the future demand
for security; the effectiveness of hardware security; plans to
introduce a product resulting from the strategic partnership in
2011; benefits of the proposed transaction; future products and
concepts to increase security, particularly with respect to cloud
computing and mobile devices and Intel’s expectations regarding the
proposed transaction’s effects on its GAAP and non-GAAP results.
Actual events or results may differ materially from those contained
in these forward-looking statements. Among the important factors
that could cause future events or results to vary from those
addressed in the forward-looking statements include without
limitation, risks and uncertainties arising from the possibility
that the closing of the transaction may be delayed or may not
occur; difficulties with the integration process or the realization
of the benefits of the transaction; general economic conditions in
the regions and industries in which Intel and McAfee operate; and
litigation or regulatory matters involving antitrust and other
issues that could affect the closing of the transaction. In
addition, please refer to the documents that Intel and McAfee file
with the SEC on Forms 10-K, 10-Q and 8-K. The filings by Intel and
McAfee identify and address other important factors that could
cause events and results to differ materially from those contained
in the forward-looking statements set forth in this press release.
Intel and McAfee are under no duty to update any of the
forward-looking statements after the date of this press release to
conform to actual results.
Additional information and where to find it
McAfee intends to file with the Securities and Exchange
Commission (the “SEC”) a preliminary proxy statement and a
definitive proxy statement and other relevant materials in
connection with the merger. The definitive proxy statement will be
sent or given to the stockholders of McAfee. Before making any
voting or investment decision with respect to the merger, investors
and stockholders of McAfee are urged to read the proxy statement
and the other relevant materials when they become available because
they will contain important information about the merger. The proxy
statement and other relevant materials (when they become
available), and any other documents filed by McAfee with the SEC,
may be obtained free of charge at the SEC’s website, at
www.sec.gov, at McAfee’s website at www.McAfee.com (click on
“Investor Information”, then on “SEC Filings”) or from McAfee by
contacting Investor Relations by mail at McAfee, Inc., 3965 Freedom
Circle, Santa Clara, California 95054, Attention: Investor
Relations, or by telephone at (408) 346-5223.
Participants in the Solicitation
McAfee and Intel and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from McAfee stockholders in connection with the merger.
Information about Intel’s directors and executive officers is set
forth in Intel’s 2010 proxy statement on Schedule 14A filed with
the SEC on April 2, 2010 and its Annual Report on Form 10-K for the
year ended December 26, 2009, filed on February 22, 2010,
respectively. Information about McAfee’s directors and executive
officers is set forth in its 2010 proxy statement on Schedule 14A
filed with the SEC on April 30, 2010 (as revised on May 10, 2010).
Additional information regarding the interests of participants in
the solicitation of proxies in connection with the merger will be
included in the proxy statement that McAfee intends to file with
the SEC.
Intel and the Intel logo are trademarks of Intel Corporation in
the United States and other countries.
McAfee, McAfee Labs and Global Threat Intelligence are
registered trademarks or trademarks of McAfee, Inc. or its
subsidiaries in the United States and other countries. Other marks
and brands may be claimed as the property of others. © 2010 McAfee,
Inc. All rights reserved.
* Other names and brands may be claimed as the property of
others.
EDITOR’S NOTE: A conference call hosted by Intel and
McAfee executives is planned for 7 a.m. PDT. To view the webcast
live, please visit
http://intelstudios.edgesuite.net/100819_intel/index.htm.
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