- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
August 19 2010 - 5:22PM
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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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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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 Website Content
Announcement
Today McAfee agreed to be acquired by Intel Corporation. Obviously this is big news for
McAfee, big news for Intel Corporation, big news for our combined customers, and big news for
both the security industry and the future of the Internet. Its the companys common belief that
security is a fundamental component of modern computing, and the acquisition reflects its
increasing relevance in a completely connected world. The number of connected devices is
expected to grow from 1 billion to 50 billion by 2020. This explosive growth of Internet and
IP-enabled devices (e.g. Internet enabled TV, IP addressable cars, ATM machines, medical
devices) is fundamentally reshaping communication, collaboration and commerce opportunities for
individuals, businesses and governments around the world.
Unfortunately, cyber-criminals and cyber-terrorists 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. Cybercrime costs over 1 trillion dollars to
society, the identity of 100s of millions of individuals have already been compromised and
dozens of governments around the globe have already been targets of cyberwarfare.
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. Frankly, the industry needed a paradigm shift incremental improvements
simply couldnt bridge the opportunity gap. McAfee and Intel Corporation are joining forces to
tackle this next generation cybersecurity issue which impacts everyone and anything connecting
to the Internet
Intel Corporation has always thought about the two key pillars of computing devices as being
power efficient performance and Internet connectivity. Going forward, our two companies believe
security has become the third pillar of computing and it will continue to grow in importance
in all segments of the market. By bringing McAfees core security DNA within Intel Corporation,
we believe we can offer better solutions and products to the market.
Intel Corporation has a successful software business built in part by acquiring companies, such
as Wind River, that bring an expertise in solutions and services in order to deliver
high-performance platforms to fast-growing sectors. McAfee is the next step in that strategy,
and brings together security and hardware expertise that will better protect consumers and
businesses and drive innovation across Intel Corporations product offerings.
McAfee is the best security partner for Intel Corporation something they recognized based on
many years as both a customer and successful collaborator on a variety of innovations. In fact,
by next year, we will introduce new security offerings as a result of our collaboration.
As with Intel Corporations other software acquisitions, McAfee will remain a stand-alone
subsidiary, retain its leadership team and expertise, which will facilitate future innovation in
security. Furthermore, this acquisition is driven to create new markets, and not about
cost-cutting.
When the acquisition closes, McAfee and Intel Corporation will have the knowledge and scale
necessary to capture the opportunity in security, and in turn, deliver growth and value to our
customers and our combined shareholders. We expect that together the result will be increased
safety, security, and trust in everyday technology experiences. And of course, a reduction in
cybercriminal and cyberterrorist threats.
Customers around the world have counted on McAfee to protect them in the past, and now more than
ever, they can count on McAfee to protect them in the future.
During the close process as well as following the close, McAfee will continue, in fact, to
strengthen its security focus, and consumers will experience no change in their user experience
or industry-leading service from McAfee. The expectation is that upon close McAfee will operate
as a wholly-owned subsidiary of Intel Corporation, sustaining our focus on providing
leadingedge security solutions, while gaining the benefits of Intel Corporations technology
investments, market-reach, brand and global employee base.
This is very exciting news. There is no better partner that McAfee could have found than Intel
Corporation. They share our vision for security, they share our vision of a connected world,
and working together well be far stronger globally and able to make a much bigger difference in
peoples lives.
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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