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6/25/2013
11:30 AM
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Vista Equity Partners Announces Successful Completion Of Cash Tender Offer For Shares Of Websense, Inc.

Tomahawk Merger Sub, Inc. now owns at least 90 percent of the outstanding shares of Websens

SAN DIEGO, June 25, 2013 /PRNewswire/ -- Vista Equity Partners announced today the successful completion of the tender offer by Tomahawk Merger Sub, Inc., a wholly owned subsidiary of Tomahawk Acquisition, LLC and an affiliate of Vista Equity Partners, for all of the outstanding shares of common stock of Websense, Inc. ("Websense") at a purchase price of $24.75 per share. The tender offer expired at 9 a.m., New York City time, on June 25, 2013. As of the expiration of the tender offer, approximately 77% of the outstanding shares of common stock of Websense were validly tendered and not withdrawn in the tender offer (not counting as validly tendered shares tendered through notice of guaranteed delivery and not actually delivered). All of such shares have been accepted for payment in accordance with the terms of the tender offer.

As a result of the tender offer and the exercise by Tomahawk Merger Sub, Inc. of its right under the merger agreement pursuant to which the tender offer was made to purchase additional shares from Websense, Tomahawk Merger Sub, Inc. now owns at least 90% of the outstanding shares of Websense, which will allow Tomahawk Merger Sub, Inc. to complete and close the merger of Tomahawk Merger Sub, Inc. with and into Websense without stockholder approval.

Upon completion of the merger, which the parties anticipate will occur today, Websense will become a wholly-owned subsidiary of Tomahawk Acquisition, LLC. All outstanding shares of common stock of Websense, other than shares held by Tomahawk Acquisitions, LLC, Tomahawk Merger Sub, Inc., or Websense and shares held by Websense'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 addition, the parties anticipate that the common stock of Websense will cease to be traded on the NASDAQ Capital Stock Market after market close today following completion of the merger.

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 www.websense.com/smc. 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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