Vector Capital Satisfies Hart-Scott-Rodino Requirements for SafeNet Acquisition
April 03 2007 - 10:01AM
Business Wire
Vector Capital today announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR
Act") has expired for Vector�s approximately $634 million
acquisition of SafeNet, Inc. (NASDAQ: SFNT). The expiration of the
waiting period under the HSR Act satisfies the condition to the
tender offer related to HSR Act approval. In addition, Vector
reminds all shareholders of SafeNet that its $28.75 per share offer
to acquire all of the outstanding shares of SafeNet common stock is
set to expire at midnight EDT (9 p.m. PDT) on Friday, April 6,
2007, unless extended. Vector urges all SafeNet shareholders to be
sure to tender early, as many institutions may be closed on April
6, in observance of the religious holiday. SafeNet�s Board of
Directors unanimously recommends and encourages stockholders to
tender their shares immediately. The cash tender offer for $28.75
per share represents a premium of 57% over its closing stock price
on October 2, 2006, the last date before the Company commenced
intensive efforts to explore its strategic alternatives. The tender
offer is conditioned upon, among other things, approximately 78% of
SafeNet�s shares being tendered in the offer based on the current
shares and options outstanding. Shareholders who require assistance
tendering their shares should immediately contact the following:
Innisfree M&A Incorporated: (888) 750-5834 or MacKenzie
Partners: (800) 322-2885 About SafeNet, Inc. SafeNet is a global
leader in information security. Founded more than 20 years ago, the
company provides complete security utilizing its encryption
technologies to protect communications, intellectual property and
digital identities, and offers a full spectrum of products
including hardware, software, and chips. UBS, Nokia, Fujitsu,
Hitachi, Bank of America, Adobe, Cisco Systems, Microsoft, Samsung,
Texas Instruments, the U.S. Departments of Defense and Homeland
Security, the U.S. Internal Revenue Service and scores of other
customers entrust their security needs to SafeNet. For more
information, visit www.safenet-inc.com. About Vector Capital Vector
Capital is a leading private equity firm specializing in buyouts,
spinouts and recapitalizations of established technology
businesses. Vector identifies and pursues these complex investments
in both the private and public markets. Vector actively partners
with management teams to devise and execute new financial and
business strategies that materially improve the competitive
standing of these businesses and enhance their value for employees,
customers and shareholders. Among Vector�s notable investments are
Savi Technology, LANDesk Software, Corel Corporation (Nasdaq:
CREL), Register.com, and Watchguard Technologies. For more
information, visit www.vectorcapital.com. Forward Looking
Statements. Statements made in this release, our website and in our
other public filings and releases, which are not historical facts
contain �forward-looking� statements (as defined in the Private
Securities Litigation Reform Act of 1995) that involve risks and
uncertainties and are subject to change at any time. These
forward-looking statements may include, but are not limited to,
statements containing words such as �anticipate,� �contemplate,�
�believe,� �plan,� �estimate,� �expect,� �intend,� �may,� �target,�
�look forward to� and similar expressions. Factors that could cause
actual results to differ materially include, but are not limited
to, the following: costs, litigation, an economic downturn or
changes in the laws affecting our business in those markets in
which we operate, other economic, business, competitive, and/or
regulatory factors affecting our business including those set forth
in our public filings, costs related to the proposed merger and
tender offer, the risk of failing to obtain any required
stockholder approvals or meet minimum tendering conditions or other
conditions, the risk that the transaction will not close or that
such closing will be delayed, and the risk that our business will
suffer due to uncertainty. There can be no assurance that the
tender offer and second-step merger or any other transaction will
be consummated, or if consummated, that it will increase
shareholder value. The forward-looking statements involve known and
unknown risks, uncertainties and other factors that are, in some
cases, beyond our control. We caution investors that any
forward-looking statements made by us are not guarantees of future
performance or events. We disclaim any obligation to update any
such factors or to announce publicly the results of any revisions
to any of the forward-looking statements to reflect future events
or developments, except to the extent required by law. Additional
Information and Where to Find It. In connection with the tender
offer, SafeNet has filed a solicitation/recommendation statement on
Schedule 14D-9, and amendments thereto, with the Securities and
Exchange Commission (the �SEC�). In connection with the proposed
merger, SafeNet expects to file a proxy statement with the SEC, if
required by law. Investors and security holders are strongly
advised to read these documents (when they become available in the
case of those not yet available) because they contain (or will
contain) important information about the tender offer and the
proposed merger. Free copies of materials filed by SafeNet will be
available at the SEC�s web site at www.sec.gov, or at the SafeNet
web site at www.safenet-inc.com or www.safenetinvestor.com and will
also be available, without charge, by directing requests to
SafeNet, Investor Relations: Gregg Lampf, 4690 Millennium Drive
Belcamp, Maryland 21017, 443-327-1532. SafeNet and its directors,
executive officers and other members of its management and
employees may be deemed participants in the solicitation of tenders
or proxies from its shareholders. Information concerning the
interests of SafeNet�s participants in the solicitation is set
forth in SafeNet�s proxy statements and other public filings with
the SEC, and will be set forth in proxy statements relating to any
merger, if one is required to be filed, and in the
solicitation/recommendation statements on Schedule 14D-9 when they
become available. This document is for informational purposes only
and is not an offer to buy or the solicitation of an offer to sell
any securities. The solicitation and the offer to buy shares of
SafeNet�s common stock will only be made pursuant to an offer to
purchase and related materials that Stealth Acquisition Corp. has
filed with the Securities and Exchange Commission. SafeNet
stockholders should read these materials carefully prior to making
any decisions with respect to the offer because they contain
important information, including the terms and conditions of the
offer. SafeNet stockholders may obtain the offer to purchase and
related materials with respect to the offer free of charge at the
SEC�s website at www.sec.gov, from the information agent named in
the tender offer materials or from Stealth Acquisition Corp.
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