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5/20/2013
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Websense Signs Definitive Agreement To Be Acquired By Vista Equity Partners

Shareholders to receive $24.75 per share in cash in transaction valued at approximately $1 billion

SAN DIEGO, May 20, 2013 /PRNewswire/ -- Websense, Inc. (NASDAQ: WBSN) a global leader in protecting organizations from the latest cyber-attacks and data theft, today announced that it has entered into a definitive agreement to be acquired by Vista Equity Partners ("Vista"), a leading private equity firm focused on investments in software, data and technology-enabled businesses.

"After detailed discussions with several potential acquirers, the Websense board of directors is pleased to approve this agreement," said John Carrington, chairman of the Websense board of directors. "It provides stockholders with immediate and substantial cash value that reflects our assessment of the fair value of the company."

Under the terms of the agreement, Websense stockholders will receive $24.75 in cash for each share of Websense common stock they hold, representing a premium of approximately 29% over Websense's closing price on May 17, 2013 and a

53 percent premium to Websense's average closing price over the past 60 days.

The Websense board of directors unanimously recommends that the company's stockholders tender their shares in the tender offer.

"Vista shares a similar vision for the company, including a dedication to developing and delivering best-in-class cyber security to our customers," said John McCormack, Websense CEO. "Vista brings an operational discipline that will enable us to continue to invest in the business and technology innovation."

"We are long-term investors in enterprise software and data companies that are committed to being leaders in their markets," said Robert F. Smith, CEO and founder of Vista Equity Partners. "We are impressed with Websense's market-leading product suite and the compelling value proposition it offers to its customers. We look forward to working with the company to enable it to reach its full potential."

Upon closing, Websense will become a privately held company. Websense senior management is expected to continue with the company and its headquarters are expected to remain in San Diego.

Under the terms of the agreement, an affiliate of Vista will commence a tender offer for all of the outstanding shares of the Websense common stock. Closing of the transaction is conditioned upon, among other things, satisfaction of a minimum tender condition, clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, receipt of funding under the financing agreements (solely with respect to the tender offer) and other customary closing conditions. In the event that the minimum tender condition is not met, and in certain other circumstances, the parties have agreed to complete the transaction through a one-step merger after receipt of stockholder approval. Websense expects the transaction to close before the end of the third quarter of 2013.

BofA Merrill Lynch is serving as financial advisor to Websense. Cooley LLP is acting as Websense's legal advisor. Kirkland & Ellis LLP is acting as Vista's legal advisor. J.P. Morgan Securities LLC, RBC Capital Markets and Guggenheim Partners have agreed to provide debt financing in connection with the transaction.

For further information regarding all terms and conditions contained in the definitive merger agreement, please see Websense's Current Report on Form 8-K, which will be filed in connection with this transaction.

About Websense, Inc.

Websense, Inc. (NASDAQ: WBSN) is a global leader in protecting organizations from the latest cyber attacks and data theft. Websense TRITON comprehensive security solutions unify web security, email security, mobile security and data loss prevention (DLP) at the lowest total cost of ownership. Tens of thousands of enterprises rely on Websense TRITON security intelligence to stop advanced persistent threats, targeted attacks and evolving malware. Websense prevents data breaches, intellectual property theft and enforces security compliance and best practices. A global network of channel partners distributes scalable, unified appliance- and cloud-based Websense TRITON solutions. Websense TRITON stops more threats, visit www.websense.com/proveit to see proof. To access the latest Websense security insights and connect through social media, please visit social.websense.com. For more information, visit www.websense.com and www.websense.com/triton.

About Vista Equity Partners

Vista Equity Partners, a U.S. based private equity firm with offices in San Francisco, Chicago and Austin, currently invests over $7 billion in capital committed to dynamic, successful technology-based organizations led by world-class management teams with long-term perspective. Vista is a value-added investor, contributing professional expertise and multi-level support towards companies realizing their full potential. Vista's investment approach is anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions, and proven management techniques that yield flexibility and opportunity in private equity investing. For further information please visit www.vistaequitypartners.com.

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