McAfee Completes Secure Computing Acquisition

McAfee to consolidate security technology with network, endpoint and cloud-based security solutions

November 19, 2008

5 Min Read


SANTA CLARA, Calif., Nov. 18, 2008 " McAfee, Inc. (NYSE: MFE) today announced that it has completed the acquisition of Secure Computing Corporation (NASDAQ: SCUR) for $5.75 per common share in cash, representing an equity value for Secure Computing's common stock of approximately $418 million in the aggregate. In addition, Secure Computing's outstanding shares of preferred stock were redeemed for an aggregate of approximately $85 million in cash. In total, net of cash held by Secure Computing, the transaction is valued at approximately $462 million.

As previously announced, Dan Ryan, president and chief executive officer of Secure Computing, will lead McAfee's Network Security product business unit and will report directly to Dave DeWalt, chief executive officer and president.

"McAfee's goal is to provide intelligent security that protects from every angle, including the endpoint, the network and all points in between," said DeWalt. "McAfee's leadership position in end-point security and network intrusion prevention, coupled with Secure Computing's leadership position in Web and email security, make McAfee uniquely positioned to address its customer's toughest security challenges. Our users will be able to consolidate their defenses with some of the most robust technologies on the market today."

To simplify security operations, McAfee plans to enhance its network and endpoint solution offerings to deliver powerful security management through McAfee ePolicy Orchestrator. In addition, McAfee plans to utilize Secure Computing's TrustedSource technology to expand intelligent "in-the-cloud" security services for an additional layer of defense.

Secure Computing has more than 22,000 customers in 106 countries that will be able to rely upon McAfee as a single source for complete security.

McAfee expects bookings for Secure Computing to be $30 - $40 million post-acquisition for the period ending December 31, 2008. In addition, McAfee expects the impact of the acquisition of Secure Computing on fourth quarter 2008 results to be neutral to slightly dilutive to non-GAAP earnings per share and more dilutive to fourth quarter 2008 GAAP earnings per share. Non-GAAP earnings per share will exclude the impact of amortization of acquired intangibles, stock compensation expense and other nonrecurring costs or charges.

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Forward-Looking Statements:

This press release contains forward-looking statements including those regarding McAfee's strategic positioning; guidance regarding McAfee's financial and operating performance in the fourth quarter of 2008; expectations regarding the benefits of the acquisition of Secure Computing including the expected synergies and cost savings and the planned integration of Secure Computing's products with McAfee's products; the expected level and scope of security threats in future periods; expectations regarding McAfee's security suites, expected new and future product introductions and the revenue opportunity associated with them; expectations regarding integrations of products from McAfee's recent acquisitions with its existing product lines; expectations regarding McAfee's business momentum, market position, and business segments; and statements regarding McAfee's future growth opportunities and specific growth initiatives and strategies.

Forward looking statements are based on management's current expectations and are subject to risks and uncertainties including that McAfee may not realize the synergies, cost savings, benefits from the integration of Secure Computing's products or other expected benefits from the acquisition of Secure Computing as expected; McAfee may not achieve its planned revenue realization rates, particularly in the aftermath of the current credit crisis and related global economic turmoil; McAfee may not succeed in its efforts to grow its business or effectively combat the security threats of the future, build upon its technology leadership or capture market share, or benefit from its acquisitions, strategic relationships or partnerships or partnership distribution network as anticipated; McAfee may not benefit from its investments in systems personnel and infrastructure as anticipated; McAfee's customers may not respond as favorably as anticipated to its product or technical support offerings; McAfee may not satisfactorily anticipate or meet its customers' needs or expectations; the industry shift to security suites may not be adopted to the extent McAfee anticipates; McAfee's product and service offerings may not continue to interoperate effectively with newly-developed operating systems; McAfee may experience delays in product development or the release of previously-announced products; McAfee may choose not to deliver a previously-announced product; McAfee may experience delays or losses in revenue resulting from outages in the integrated systems on which it is highly dependent. In addition, a number of operational and other factors, including new product introductions, the mix of products and services sold, the size of deals closed in a quarter, the amount of revenue deferred in a quarter, the integration of acquired businesses and products, changes in senior management, the competition it faces in the market, currency fluctuations, and the greater macroeconomic environment including the current credit crisis and related global economic turmoil, may cause McAfee's revenue, gross margins and operating results to fluctuate significantly from period to period.

About McAfee, Inc. McAfee, Inc. is the leading dedicated security technology company. Headquartered in Santa Clara, California, McAfee delivers proactive and proven solutions and services that secure systems and networks around the world. With its unmatched security expertise and commitment to innovation, McAfee empowers home users, businesses, the public sector, and service providers with the ability to block attacks, prevent disruptions and continuously track and improve their security.

### NOTE: McAfee and any additional McAfee marks herein are registered trademarks of McAfee, Inc. and/or its affiliates in the U.S. and/or other countries. McAfee Red in connection with security is distinctive of McAfee brand products. All other registered and unregistered trademarks herein are the sole property of their respective owners. 2008 McAfee, Inc. All rights reserved.

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