- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
August 19 2010 - 8:50AM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: August 18, 2010
(Date of earliest event reported)
McAfee, Inc.
(Exact Name of Registrant as specified in Charter)
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Delaware
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Commission File No.:
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77-0316593
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(State or other Jurisdiction
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001-31216
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(I.R.S. Employer Identification No.)
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of incorporation)
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3965 Freedom Circle
Santa Clara, California 95054
(Address of Principal Executive Offices, including zip code)
(408) 346-3832
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE OF CONTENTS
ITEM 1.01 Entry into a Material Definitive Agreement.
On August 18, 2010, Intel Corporation (Intel), McAfee, Inc. (McAfee) and Jefferson Acquisition
Corporation, a wholly-owned subsidiary of Intel (Merger Sub), entered into an Agreement and Plan
of Merger (the Merger Agreement), pursuant to which, subject to the satisfaction or waiver of
certain conditions, Merger Sub will merge with and into McAfee. As a result of the merger, Merger
Sub will cease to exist, and McAfee will survive as a wholly-owned subsidiary of Intel.
Upon the consummation of the merger, each share of McAfee common stock issued and outstanding
immediately prior to the merger (other than (i) shares owned by McAfee, Intel or Merger Sub or any
wholly owned subsidiary of the foregoing, and (ii) shares to which appraisal rights are properly
sought) and, subject to certain exceptions, each share of McAfee common stock subject to restricted
stock awards, vested restricted stock unit awards and vested performance stock unit awards will be
converted into the right to receive $48.00 in cash, without interest. Subject to certain
exceptions, options to acquire McAfee common stock, unvested restricted stock units and unvested
performance units outstanding immediately prior to the consummation of the merger will be converted
into options, restricted stock units and performance units, as applicable, denominated in shares of
Intel common stock based on formulas set forth in the Merger Agreement with terms and conditions
that are otherwise the same as those existing immediately prior to the consummation of the merger.
The completion of the merger is subject to customary conditions, including without limitation, (i)
the approval of the merger by McAfees stockholders; (ii) expiration or termination of the
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended; (iii) clearance of the merger by the European Commission and (iv) receipt of other
required foreign antitrust approvals.
The Merger Agreement contains certain termination rights for McAfee and Intel, including, subject
to the terms of the Merger Agreement, if McAfees Board of Directors determines to accept a
Superior Proposal (as defined in the Merger Agreement). The Merger Agreement further provides
that, upon termination of the Merger Agreement under certain circumstances, McAfee may be required
to pay Intel a termination fee of $230.0 million.
The above description of the Merger Agreement does not purport to be complete and is qualified in
its entirety by reference to the full text of the agreement. The representations and warranties
contained in the Merger Agreement were made only for the purposes of the agreement as of specific
dates and may have been qualified by certain disclosures between the parties and a contractual
standard of materiality different from those generally applicable to stockholders, among other
limitations. The representations and warranties were made for the purposes of allocating
contractual risk between the parties to the Merger Agreement and should not be relied upon as a
disclosure of factual information relating to Intel or McAfee. The Merger Agreement is filed as
Exhibit 2.1 hereto and incorporated herein by reference. A copy of the joint press release
announcing the execution of the Merger Agreement is furnished as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
2.1
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Agreement and Plan of Merger, dated as of August 18, 2010, by and among Intel Corporation,
Jefferson Acquisition Corporation and McAfee, Inc.
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99.1
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Joint Press Release, dated August 19, 2010.
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Additional Information and Where to Find It
McAfee, Inc. (McAfee) plans to file with the Securities and Exchange Commission (the SEC) and
furnish to its stockholders a proxy statement in connection with the proposed merger with Jefferson
Acquisition Corporation, pursuant to which McAfee would be acquired by Intel Corporation (the
Merger). The proxy statement will contain important information about the proposed Merger and
related matters. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN
IT BECOMES AVAILABLE. Investors and stockholders will be able to obtain free copies of the proxy
statement and other documents filed with the SEC by McAfee through the web site maintained by the
SEC at www.sec.gov, and from McAfee by contacting Investor Relations by mail at McAfee, Inc., 3965
Freedom Circle, Santa Clara, California 95054, Attention: Investor Relations, by telephone at (408)
246-5223, or by going to McAfees Investor Relations web site at investor.mcafee.com (click on SEC
Filings).
McAfee and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of McAfee in connection with the proposed Merger.
Information regarding the interests of these directors and executive officers in the transaction
described herein will be included in the proxy statement described above. Additional information
regarding these directors and executive officers is also included in McAfees proxy statement for
its 2010 Annual Meeting of Stockholders, which was filed with the SEC on May 10, 2010. This
document is available free of charge at the SECs web site at www.sec.gov and from McAfee by
contacting Investor Relations by mail at McAfee, Inc., 3965 Freedom Circle, Santa Clara, California
95054, Attention: Investor Relations, by telephone at (408) 246-5223, or by going to McAfees
Investor Relations web site at investor.mcafee.com (click on SEC Filings).
Note on Forward-Looking Statements
The subject document contains certain 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, including
but not limited to, statements regarding the expected benefits and costs of the transaction, the
plans, strategies and objectives of management for future operations, and the expected closing of
the proposed Merger. These forward-looking statements involve certain risks and uncertainties that
could cause actual results to differ materially from those indicated in such forward-looking
statements, including, but not limited to, the ability of the parties to consummate the proposed
Merger, satisfaction of closing conditions precedent to the consummation of the proposed Merger,
including obtaining antitrust approvals in the U.S., Europe and other jurisdictions, the ability of
Intel to successfully integrate McAfees operations and employees, the ability to realize
anticipated benefits of the proposed Merger, and such other risks as identified in McAfees Annual
Report on Form 10-K for the fiscal year ended December 31, 2009, and McAfees most recent Quarterly
Report on Form 10-Q, each as filed with the SEC, which contain and identify important factors that
could cause the actual results to differ materially from those contained in the forward-looking
statements. McAfee assumes no obligation to update any forward-looking statement contained in the
subject document.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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McAfee, Inc.
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Date: August 18, 2010
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By:
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/s/
Jonathan Chadwick
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Jonathan Chadwick
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Chief Financial Officer
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EXHIBIT INDEX
2.1
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Agreement and Plan of Merger, dated as of August 18, 2010, by and among Intel Corporation,
Jefferson Acquisition Corporation and McAfee, Inc.
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99.1
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Joint Press Release, dated August 19, 2010.
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