On October 27, 2005, Sand Hill IT Security Acquisition Corp. (SHQC) announced that it had entered into an agreement to acquire St. Bernard Software, Inc., “a San Diego based company whose security appliances and software provide small and medium sized enterprises (SME) with advanced perimeter and system security solutions, including web and email filtering.”
The shareholders of St. Bernard Software will receive 9,760,000 shares of Sand Hill IT.
Sand Hill IT completed its IPO on July 24, 2004, selling 4,110,000 units at $6.00 per unit and raising gross proceeds totaling $24,660,000. As of June 30, 2005, the company had 5,110,000 shares outstanding, of which one million shares were held by the insiders.
Subsequent to the close of the St. Bernard acquisition, the company will have approximately 14,870,000 shares outstanding.
The amended merger agreement can be found at:
sec.gov
From the press release announcing the deal:
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Highlights:
-- In September 2005, IDC reported that St. Bernard Software's web filtering appliance had achieved the #1 revenue ranking. -- St. Bernard Software had revenue and net income during the third quarter ended September 30, 2005 of approximately $6.8 million and $0.7 million, respectively. This represented a 33% increase in revenue over the same quarter last year.
-- St. Bernard Software has more than 8,200 customers, and renewal rates for major product lines exceeding 90% in 2005.
-- For the second consecutive year, St. Bernard Software was named in the 2005 Deloitte Technology Fast 50 Program for San Diego and ranked 25th among the area's 50 fastest growing technology companies based on percentage of revenue growth over five years. St. Bernard Software was also recently ranked in the 2005 Software 500 listing from Software Magazine.
-- Once combined, management plans to focus on the fast growing and under penetrated SME security software market, with emphasis on simple to install and maintain appliances and subscription services. This focus will include enhanced sales and marketing, an emphasis on international expansion and advanced new product development and a willingness to pursue targeted strategic acquisitions.
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For the quarter ended September 30, 2005, St. Bernard Software revenues totaled $6.8 million, a gain of 33 percent, as compared with $5.1 million from a year earlier. Net income for the same period grew to $0.7 million from a loss of $(3.2) million the year before. For the first nine months of 2005, St. Bernard Software revenues totaled $18.3 million as compared with $16.1 million from a year earlier. Net loss, on a year-to-date basis was $(1.5) million as compared to $(5.0) million from the year before, an improvement of $3.5 million.
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