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Vista Equity Partners Commences Tender Offer For All Outstanding Shares Of Websense, Inc.

Company will merge with Tomahawk Merger Sub
SAN DIEGO, May 28, 2013 /PRNewswire/ -- Websense, Inc. (NASDAQ: WBSN) (the "Company" or "Websense") and Vista Equity Partners today announced that Tomahawk Merger Sub, Inc. has commenced the previously-announced tender offer for all of the outstanding shares of common stock of the Company at a price of $24.75 per share, net to the seller in cash without interest. Tomahawk Merger Sub, Inc. and its parent company, Tomahawk Acquisitions, LLC, are affiliated with Vista Equity Partners Fund IV, L.P.

On May 20, 2013, the Company and Vista Equity Partners announced that the Company and affiliates of Vista Equity Partners had entered into a definitive merger agreement pursuant to which the tender offer would be made. Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of certain conditions, the Company will merge with Tomahawk Merger Sub, Inc., and all outstanding shares of the Company's common stock (other than shares held by Tomahawk Acquisitions, LLC, Tomahawk Merger Sub, Inc., or the Company and shares held by the Company's stockholders who are entitled to and properly demand and perfect appraisal of such shares pursuant to the applicable provisions of Delaware law) will be automatically cancelled and converted into the right to receive cash equal to the $24.75 offer price per share. In certain cases, the parties have agreed to proceed with a one-step merger transaction if the tender offer is not completed.

After careful consideration, the board of directors of the Company has determined that the merger agreement and the transactions contemplated thereby, including the offer and the merger, are advisable and in the best interests of the Company and its stockholders. Accordingly, the Board of Directors has recommended that the Company's stockholders tender their Shares to Purchaser pursuant to the Offer and, if required by applicable law, vote in favor of the adoption and approval of the merger agreement.

Tomahawk Acquisitions, LLC and Tomahawk Merger Sub, Inc. are filing with the Securities and Exchange Commission (the "SEC") today a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the tender offer. Additionally, the Company will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of the Company's board of directors that the Company's stockholders tender their shares into the tender offer.

The completion of the tender offer is subject to conditions, including, among others, the satisfaction of a minimum tender condition, the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the receipt of proceeds under executed bank commitment letters.

The tender offer and withdrawal rights are scheduled to expire at 9 a.m., New York City time, on Tuesday, June 25, 2013, unless extended or earlier terminated in accordance with the terms of the merger agreement.

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.