- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
August 20 2010 - 5:15PM
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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Date Filed:
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August 20, 2010
Intel Corporation Has Entered Into a Definitive Agreement to
Acquire McAfee Inc.
Dear Valued Partners,
McAfee has agreed to be acquired by Intel Corporation. Obviously this is big news for McAfee, big
news for Intel Corporation, our partners, mutual customers, and big news for both the security
industry and the future of the Internet. Its the companies common belief that security is a
fundamental component of modern computing, and the acquisition reflects securitys 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.
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 cant 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 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 our mutual customers and drive innovation
across our product offerings. In fact, by next year, we will introduce new security offerings as a
result of our collaboration.
During the close process, it is important that we all maintain a business as usual mentality and
focus on closing deals each current quarter. McAfee will continue to strengthen its security focus
and you have my commitment, along with Mike DeCesare and Dave DeWalt, that the channel continues to
be a top priority at McAfee. We are devoted to driving growth through your organizations and you
can count on our leadership.
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.
This is very exciting news. Intel Corporation shares 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. This pending acquisition is a great win for McAfee, you, and
our mutual customers.
For more information:
http://www.mcafee.com
Thank you for partnering with McAfee,
Alex
Alex Thurber
SVP of WW Channels and Commercial Sales
McAfee Inc.
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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