Secure Computing Closes Acquisition of CipherTrust
Combination Creates Leader in Enterprise Gateway Security; Jay Chaudhry Named Vice Chairman and Chief Strategy Officer
SAN JOSE, Calif., August 31, 2006 – Secure Computing
Corporation (Nasdaq:SCUR), a leading enterprise gateway security company, today
announced that it has closed its acquisition of CipherTrust, Inc., the global
leader in the messaging security market. This merger firmly establishes Secure
Computing as a dominant player in the enterprise gateway security market. In
addition to protecting corporate network infrastructures, the combined company’s
solutions will address the fast-growing Web and messaging gateway security needs.
These solutions protect against malicious inbound attacks such as spam, viruses
or other malware; from policy and regulatory compliance violations related to
sensitive data leaks; and compromises in identity and access control.
Secure Computing has significantly expanded its product portfolio with the
addition of the industry’s preeminent messaging security solution –
powered by the Company’s patented global reputation technology TrustedSource™
-- that has consistently been recognized for its technology leadership by authorities
such as Gartner, IDC and numerous technology publications. The combined product
portfolio now consists of unique, best-of-breed, integrated solutions that provide
uncompromising functionality with low total cost of ownership by eliminating
the need for customers to deploy, and manage disparate point products from multiple
vendors.
This transaction also provides the opportunity to accelerate the combined company’s
revenue growth by making the high-growth messaging product line available to
Secure Computing’s worldwide channel network. Together, Secure Computing
now has more than 18,000 customers and 1,800 resellers in 106 countries, thereby
delivering even greater opportunities to cross-sell the full Secure Computing
product line.
“Today marks an important milestone for Secure Computing, as it brings
together two companies with highly synergistic product lines and compatible
market strategies,” said John McNulty, chairman, president and CEO of
Secure Computing. “With the combined resources and deep security expertise
between the two organizations, Secure Computing is very well positioned to capitalize
on the tremendous growth opportunities in today’s security marketplace.”
Under the terms of the agreement, net consideration for the transaction was
$185 million in cash, 10 million shares of Secure Computing common stock, and
a $10 million seller note that is subject to certain performance obligations.
Concurrent with the closing of the merger, Secure Computing also closed a senior
secured debt facility from a syndicate of banks led by Citigroup and UBS Investment
Bank. The facility is comprised of a $90 million term loan and a $20 million
revolving credit facility.
In conjunction with the closing of this transaction, Jay Chaudhry, former CEO,
chairman and founder of CipherTrust, has joined Secure Computing’s Board
of Directors as vice chairman and is serving as the company’s chief strategy
officer. Dr. Paul Judge, former chief technology officer of CipherTrust, and
Atri Chatterjee, former senior vice president, marketing of CipherTrust, have
also joined the company’s senior leadership team in their respective roles.
Additional CipherTrust executives joining Secure Computing’s management
team include: Guru Rajan, vice president, CipherTrust products; Mike Van Bruinisee,
vice president, sales; and Brad McArthur, vice president, TrustedSource.
“We are excited to bring together two very complementary companies, technologies
and product lines,” said Jay Chaudhry, vice chairman and chief strategy
officer of Secure Computing. “The new Secure Computing has the focus and
innovation of a start-up and the range, reach and financial strength to realize
its full potential.”
About Secure Computing:
Secure Computing (NASDAQ:SCUR), a leading enterprise gateway security company,
delivers a comprehensive set of best-of-breed solutions that help customers
protect their critical web, email and network assets. Uniquely qualified to
be the global gateway security provider to organizations of all sizes, our
more than 19,000 global customers in 106 countries, supported by a worldwide
network of more than 1800 partners, include the majority of the Dow Jones
Global 50 Titans and more than half of the Fortune 50 and Fortune 500. Secure
Computing delivers proactive, integrated security solutions to some of the
most prominent organizations in financial services, healthcare, telecommunications,
manufacturing, public utilities, education and national and local governments.
The company is headquartered in San Jose, Calif., and has offices worldwide.
For more information, see http://www.securecomputing.com
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995
The statements contained in this release, which are not historical facts, are
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. Examples
of such forward looking statements include Secure Computing’s belief CipherTrust
is an excellent fit with Secure Computing, the acquisition of CipherTrust will
strengthen Secure Computing’s current activities, and that the merger
will add a base of new customers and expand Secure Computing’s product
offerings. These statements are subject to uncertainties that could cause actual
results to differ materially from those set forth in or implied by forward-looking
statements. These risks and uncertainties include, among others, the following
risks: that customers and partners will not react favorably to the merger, risks
associated with acquiring other companies, including integration risks, and
other risks described in Secure Computing’s Securities and Exchange Commission
filings, including Secure’s Annual Report on Form 10-K for the year ended
December 31, 2005 and its Quarterly Report on Form 10-Q for the quarter ended
June 30, 2006 under the captions “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,”
Secure Computing does not undertake any obligation to update these forward-looking
statements to reflect events or circumstances after the date of this press release.
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