- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
August 19 2010 - 5:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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McAFEE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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McAfee Security Insights Blog
McAfee Agrees To Be Acquired By Intel Thursday, August 19, 2010 at 7:59 am by David DeWalt
Big news today for the security industry and the future of the Internet with the agreement for
McAfee to be acquired by Intel
.
This is incredibly exciting to me as it reflects what we at McAfee have been saying for some time:
security is a fundamental component of modern computing and it is increasingly relevant in a
completely connected world. Intels agreement to acquire McAfee underscores that.
The number of connected devices is expected to grow from 1 billion to 50 billion by 2020, according
to industry estimates. This explosive growth of Internet and IP-enabled devices is reshaping
communication, collaboration and commerce opportunities for individuals and organizations around
the world.
At the same time, cybercriminals and cyberterrorists are misusing the Internets open and
any-to-any communication architecture for malicious purposes, leaving many users at risk and the
future of the Internet as we know it in question.
The current cybersecurity model isnt extensible across the proliferating spectrum of devices
providing protection to a heterogeneous world of connected devices requires a fundamentally new
approach to security. The industry needed a paradigm shift, incremental improvements cant bridge
the opportunity gap.
There is no better partner that we could have found than Intel. They share our vision for security
and they share our vision of a connected world. Working together well be far stronger globally and
able to make a much bigger difference in peoples lives.
We are joining forces to tackle this next generation cybersecurity issue, which impacts everyone
and anything connecting to the Internet. Security will be a third pillar in Intels strategy, next
to power efficient performance and Internet connectivity. By bringing McAfees security DNA to
Intel, we can offer better solutions and products to the market. By next year, we will introduce
new security offerings as a result of our collaboration.
When the acquisition closes, we will have the knowledge and scale necessary to capture the
opportunity in security and deliver growth and value to Intel, McAfee, our customers and our
combined shareholders. McAfee will remain a standalone subsidiary, retain its leadership team and
expertise, which will facilitate future innovation in security.
You can find more detail about the acquisition in the news release that went out today as well as
in
George Kurtzs blog
.
Well be following up with you with regular communications during the approval process. Until
then, thank you again for your interest in McAfee.
Dave
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.
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