STONESOFT CORPORATION: MCAFEE LAUNCHES A VOLUNTARY RECOMMENDED PUBLIC TENDER OFFER FOR ALL SHARES AND OPTION RIGHTS IN STONESOFT CORPORATION
STONESOFT CORPORATION STOCK EXCHANGE RELEASE May 6, 2013 at 9:01 a.m. EEST
Stonesoft Corporation (“Stonesoft”) and McAfee, Inc. (“McAfee”) have on 5 May 2013 entered into a Combination Agreement under which they agree to combine the operations of Stonesoft and McAfee. In order to effect the combination, McAfee Suomi Funding LLC (the “Offeror”), an affiliate of McAfee and a wholly-owned indirect subsidiary of Intel Corporation (“Intel”), will make a voluntary public tender offer to purchase all of the issued and outstanding shares and option rights in Stonesoft that are not owned by Stonesoft or any of its subsidiaries (the “Tender Offer”).
McAfee is the world’s largest dedicated security technology company and a wholly-owned subsidiary of Intel. Intel is a world leader in computing innovation, with its common stock listed on the NASDAQ Global Select Market under the symbol INTC.
The price offered for each share validly tendered in the Tender Offer will be EUR 4.50 in cash, representing a premium of approximately 142 percent compared to the volume-weighted average trading price of the Stonesoft shares on NASDAQ OMX Helsinki during the 12-month period preceding the date of the announcement of the Tender Offer, a premium of approximately 106 percent compared to the volume-weighted average trading price during the 3-month period preceding the announcement of the Tender Offer, and a premium of approximately 128 percent compared to the closing price of the shares on NASDAQ OMX Helsinki on 3 May 2013, the last trading day before the announcement of the Tender Offer.
The price offered for each option right granted under Stonesoft’s option plans 2008 and 2012 and validly tendered in the Tender Offer will be EUR 4.20 in cash for each 2008A option right, EUR 4.20 in cash for each 2008B option right, EUR 4.20 in cash for each 2008C option right, EUR 4.20 in cash for each 2008D option right, EUR 3.08 in cash for each 2012A option right, EUR 2.19 in cash for each 2012B option right and EUR 2.19 in cash for each 2012C option right.
The largest shareholders of Stonesoft Mr. Ilkka Hiidenheimo, the CEO and member of the Board of Directors of Stonesoft, Mr. Hannu Turunen, the Chairman of the Board of Directors of Stonesoft and Mr. Timo Syrjälä, a member of the Board of Directors of Stonesoft, representing jointly approximately 34.7 percent of the shares and votes in Stonesoft, have irrevocably and unconditionally undertaken to accept the Tender Offer.
The Board of Directors of Stonesoft has unanimously decided to recommend the shareholders and holders of option rights to accept the Tender Offer. The Board of Directors will issue its complete statement on the Tender Offer in accordance with the Finnish Securities Market Act by 15 May 2013, at the latest.
Taking into consideration the irrevocable and unconditional undertakings with regard to the acceptance of the Tender Offer of certain members of the Board of Directors and the CEO as referred to above, the Board of Directors of Stonesoft has appointed from among its members an independent committee for the purposes of decision-making associated with the Tender Offer. The members of the independent committee of the Board of Directors are Mr. Harri Koponen, as the chairman, and Mr. Jukka Manner and Ms. Satu Yrjänen as members.
The decision to issue a recommendation and other relevant decisions of Stonesoft associated with the Tender Offer have been made by the independent committee and the independent committee has supervised the preparatory measures of Stonesoft related to the Tender Offer.
As the Board of Directors of Stonesoft would not, without the largest shareholders referred to above, constitute a quorum the resolutions of the independent committee have been approved and confirmed as such by the Board of Directors of Stonesoft.
The Board of Directors of Stonesoft has received a fairness opinion from Stonesoft’s financial advisor UBS Limited (“UBS”) to the effect that the consideration to be offered to the shareholders and option holders is, from a financial point of view, believed to be fair to such holders.
On the date of this stock exchange release, Stonesoft’s share capital amounts to EUR 1,150,574.64 and the number of shares issued to 64,090,482. None of McAfee, Intel or the Offeror held any shares or option rights in Stonesoft at the time of the Tender Offer announcement.
BACKGROUND AND REASONS FOR THE TENDER OFFER
Stonesoft delivers software-based, dynamic, customer-driven, cyber space security solutions to secure information flow and simplify security management. Stonesoft’s product portfolio of next-generation firewalls, evasion prevention systems, and SSL VPN solutions addresses businesses of all sizes. Through the pending acquisition of Stonesoft, McAfee expects to extend its leadership position in network security.
“With the pending addition of Stonesoft’s products and services, McAfee is making a significant investment in next-generation firewall technology. These solutions anticipate emerging customer needs in a continually evolving threat landscape,” said Michael DeCesare, McAfee president. “Stonesoft is a leading innovator in this important market segment. We plan to integrate Stonesoft’s offerings with other McAfee products to realize the power of McAfee’s Security Connected strategy. Stonesoft products will benefit from the collective expertise of more than 7,200 McAfee employees. Leveraging McAfee’s cloud-based Global Threat Intelligence service will provide our combined customers with unparalleled security.”
The rationale for the proposed acquisition is as follows:
- Network security is a vital component of a comprehensive security solution. Next-generation firewalls solve critical customer needs and represent one of the fastest growing market segments in network security.
- Stonesoft is a leading innovator in the next-generation firewall segment. Gartner positioned the company as “visionary” in the 2013 Network Security Firewall Magic Quadrant. Stonesoft achieved “Recommend” status in NSS Labs’ latest 2013 firewall tests.
- With Stonesoft, McAfee expects to grow its network security business by delivering the industry’s most complete network security solution with three leading platforms: McAfee’s IPS Network Security Platform, McAfee’s Firewall Enterprise for the high assurance market segment, and Stonesoft’s next-generation firewall.
Based in Helsinki, Finland, Stonesoft is trusted by more than 6,500 customers across the globe. Stonesoft’s customer base can now benefit from an integrated, comprehensive security solution through McAfee. Similarly, McAfee’s extensive, global customer base will benefit from access to a highly-innovative next generation firewall. Stonesoft’s innovative next-generation firewall, when combined with McAfee’s market leading IPS and high assurance firewall, provides customers with one of the most complete network security portfolios in the industry.
“The combination of the two companies allows Stonesoft to benefit from McAfee’s global presence and sales organization of over 2,200 employees, best-in-class threat research and technology synergies” said Ilkka Hiidenheimo, Chief Executive Officer of Stonesoft. “Combined, we believe we can offer our customers a world-class product portfolio with world-class support – all backed by Intel.”
THE TENDER OFFER IN BRIEF
The acceptance period under the Tender Offer is expected to commence on or about 21 May 2013 and to run for approximately three (3) weeks. The Offeror reserves the right to extend the offer period from time to time in accordance with the terms and conditions of the Tender Offer.
The completion of the Tender Offer will be subject to the satisfaction or waiver by the Offeror of the following conditions:
a) the valid tender of shares representing, together with any other shares otherwise acquired by the Offeror prior to or during the Offer Period, more than ninety percent (90%) of the issued and outstanding shares and voting rights of Stonesoft on a fully diluted basis;
b) the receipt of all necessary regulatory approvals, permits and consents, including without limitation competition clearances and approval under the Act on Monitoring Foreign Acquisitions by the Finnish Ministry of Employment and the Economy or the Finnish Government, as applicable, and that any conditions set in such permits, consents or clearances are acceptable to the Offeror in that they are not materially adverse to the Offeror or Stonesoft or to the consummation of the Tender Offer, or to the benefits of the Tender Offer to the Offeror;
c) no material adverse change having occurred in the business, assets, financial condition or results of operations of Stonesoft and its subsidiaries, taken as a whole;
d) the Offeror not having received information previously undisclosed to it that constitutes a material adverse change in the business, assets, financial condition or results of operations of Stonesoft and its subsidiaries, taken as a whole;
e) no court or regulatory authority of competent jurisdiction having given an order or issued any regulatory action preventing, postponing or materially challenging the completion of the Tender Offer;
f) the Board of Directors of Stonesoft having issued its recommendation for the Tender Offer and the recommendation remaining in force and not being modified or changed;
g) the Combination Agreement not having been terminated and remaining in force; and
h) the irrevocable and unconditional undertakings by Mr. Hiidenheimo, Mr. Turunen and Mr. Syrjälä, the largest shareholders of Stonesoft to accept the Tender Offer remaining in force in accordance with their terms.
The Offeror reserves the right to withdraw the Tender Offer in the event that any of the above conditions to completion is not fulfilled.
The Offeror will make the necessary filings to obtain the approval from the Ministry of Employment and the Economy as referred to in condition b) above. The Offeror preliminarily expects to receive such approval within the anticipated acceptance period. The Offeror currently does not believe that the completion of the Tender Offer would require regulatory approvals from competition authorities.
The Tender Offer will be financed through Intel group’s internal financing arrangements and no third party financing is required by the Offeror to complete the Tender Offer. The Tender Offer is thus not conditional upon obtaining any external financing for the Tender Offer.
The detailed terms and conditions of the Tender Offer and information on how to accept the Tender Offer will be included in the tender offer document expected to be published by the Offeror by 20 May 2013.
The Offeror has undertaken to follow the recommendation regarding the procedures to be complied with in takeover bids (Helsinki Takeover Code) issued by The Panel on Takeovers and Mergers at The Central Chamber of Commerce of Finland as referred to in the Finnish Securities Market Act.
The Combination Agreement between Stonesoft and McAfee sets forth the principal terms under which the Offeror will make the Tender Offer.
Under the Combination Agreement, the Board of Directors of Stonesoft has, in the event of a possible competing offer, undertaken not to withdraw or change its recommendation for the Tender Offer unless the Board of Directors determines in good faith, after taking advice from reputable external legal counsel and financial advisor, that the competing offer is more favourable to the holders of Stonesoft’s securities than the Tender Offer when judged as a whole and that therefore (i) it would no longer be in the best interest of the holders of Stonesoft’s securities to accept the Tender Offer, and (ii) such withdrawal or change is required for the Board of Directors to comply with its fiduciary duties towards Stonesoft’s shareholders. The Board of Directors may withdraw or change its recommendation for the Tender Offer in accordance with the above only if prior to such withdrawal or change, the Board of Directors has complied with certain agreed procedures allowing the Offeror to assess the competing offer and to enhance the Tender Offer. Should the Offeror enhance the Tender Offer so as to be at least equally favourable to the holders of Stonesoft’s securities as the competing offer, the Board of Directors has undertaken to confirm and uphold the recommendation for the Tender Offer, as enhanced.
Stonesoft has also undertaken not to solicit or encourage any competing offers or proposals for such offers or other transactions competing with the Tender Offer, nor to facilitate or promote any such proposals, except if such measures are required for the Board of Directors to comply with its fiduciary duties towards Stonesoft’s shareholders. Stonesoft has agreed to inform the Offeror of any competing proposals and to provide the Offeror with an opportunity to negotiate with the Board of Directors of Stonesoft of matters arising from such competing proposals.
The Combination Agreement further includes certain representations, warranties and undertakings by both parties, such as conduct of business by Stonesoft in the ordinary course of business before the completion of the Tender Offer, and cooperation by the parties in making necessary regulatory filings.
Stonesoft has further agreed to compensate the Offeror for its reasonable transaction costs should the Board of Directors withdraw or change its recommendation for the Tender Offer due to a competing offer.
The Offeror’s intention is to acquire all the shares and option rights in Stonesoft and to cause the shares of Stonesoft to be delisted from NASDAQ OMX Helsinki as soon as permitted and practicable under applicable laws and regulations.
UBS Limited acts as the financial advisor and Bird & Bird Attorneys Ltd. as the legal advisor to Stonesoft in connection with the Tender Offer.
Goldman Sachs International acts as the financial advisor to McAfee. Roschier, Attorneys Ltd. acts as Finnish legal advisor and Morrison & Foerster LLP as U.S. legal advisor to McAfee and Intel in connection with the Tender Offer. Pohjola Corporate Finance Ltd acts as the arranger of the Tender Offer.
Press Conference Monday 6 May 2013 at 12:30 - 01:30 p.m. EEST
Stonesoft and McAfee will hold a joint press conference regarding the Tender Offer at 12:30-1:30 p.m. 6 May 2013 at G.W. Sundmans, Eteläranta 16 Helsinki, Finland.
Media Hotline Monday 6 May 2013 at 01:30 - 4:00 p.m. EEST
Finland (in Finnish) 040 455 1302
International (in English) +358 40 455 1304
Shareholder Q&A call Monday 6 May 2013 at 11:30 a.m. EEST
Q&A call for investors, analysts and shareholders only. Organised by UBS and Stonesoft.
Please pre-register (recommended) to join the call:
Direct Dial-In numbers:
Conference ID: 932386
Finland: +358 (0)9 2313 9201
Outside Finland: +44 (0)20 7162 0077
Direct enquiries to Stonesoft executive management:
CEO Ilkka Hiidenheimo, Stonesoft Corporation
tel. +358 (0)9 476 711
The Board of Directors
INFORMATION REGARDING STONESOFT CORPORATION
Stonesoft Corporation (NASDAQ OMX: SFT1V) delivers software based, dynamic, customer-driven cyber security solutions that secure information flow and simplify security management. Stonesoft serves private and public sector organizations that require high availability, ease-of-management, compliance, dynamic security, protection of critical digital assets, and business continuity against today’s rapidly evolving cyber threats. Stonesoft leads research into advanced cyber threats and the advanced evasion techniques (AETs) used in stealth, targeted cyber attacks.
The company’s product portfolio is based on one unified Security Engine software platform that is the power behind Stonesoft’s next generation firewalls, evasion prevention systems, and SSL VPN solutions. The Security Engine back-end is augmented by the Stonesoft Management Center front-end, which enables efficient management of entire networks and brings excellent situational awareness and operational cost savings.
Stonesoft’s customer base covers more than 6,500 mid and large-sized organizations across various industries and geographical markets. Stonesoft has the highest customer retention rate in the industry due to low TCO, a flexible licensing model, and overall customer service excellence. Founded in 1990, the company’s track record is well recognized and visionary by certifiers, industry analysts and demanding customers. Stonesoft is headquartered in Helsinki, Finland. For more information visit www.stonesoft.com.
INFORMATION REGARDING MCAFEE, INC.
McAfee, a wholly owned subsidiary of Intel Corporation (NASDAQ:INTC), empowers businesses, the public sector, and home users to safely experience the benefits of the Internet. The company delivers proactive and proven security solutions and services for systems, networks, and mobile devices around the world. With its Security Connected strategy, innovative approach to hardware-enhanced security, and unique Global Threat Intelligence network, McAfee is relentlessly focused on keeping its customers safe. http://www.mcafee.com.
INFORMATION REGARDING INTEL CORPORATION
Intel Corporation (NASDAQ: INTC) is a world leader in computing innovation. The company designs and builds the essential technologies that serve as the foundation for the world’s computing devices.
Additional information about Intel Corporation is available at www.intel.com/pressroom and blogs.intel.com.
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.
GOLDMAN SACHS INTERNATIONAL, WHICH IS AUTHORISED BY THE PRUDENTIAL REGULATION AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE PRUDENTIAL REGULATION AUTHORITY IN THE UNITED KINGDOM, IS ACTING FOR MCAFEE, INC. AND NO ONE ELSE IN CONNECTION WITH THE TENDER OFFER AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN MCAFEE, INC. FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF GOLDMAN SACHS INTERNATIONAL, OR FOR GIVING ADVICE IN CONNECTION WITH THE TENDER OFFER OR ANY MATTER REFERRED TO HEREIN.