To all:
Another sizable acquisition:
New Network Security and Management Powerhouse Expands; Delivers Industry's
Most Complete, End-to-End Network Security Suite of Products
SANTA CLARA, Calif., Feb. 23 /PRNewswire/ -- Network Associates, Inc.
(Nasdaq: NETA) and Trusted Information Systems, Inc. (TIS) (Nasdaq: TISX)
announced today that they have signed a definitive agreement where Network
Associates will acquire TIS in a stock-for-stock pooling of interest merger
valued at over $300 million.
Under the terms of the transaction, Network Associates will offer 0.323
shares for each share of TIS stock. Both boards have approved the merger, and
the companies plan to complete the transaction within approximately 90 days,
subject to regulatory reviews, approval of TIS' shareholders, and other
customary closing conditions. Network Associates was formed late last year by
the merger of McAfee Associates and Network General. In December 1997,
Network Associates acquired Pretty Good Privacy (PGP) - the leader in software
encryption.
With this transaction, Network Associates is the largest security software
company in the industry. Network Associates delivers the industry's most
comprehensive suite of integrated security products encompassing enterprise
encryption, authentication, intrusion detection, anti-virus, and firewall
protection. The convergence of these technologies from Network Associates and
TIS creates an unparalleled suite of security products for enterprise
networks. According to the Computer Security Institute's and Zona Market
Research's recently released 1998 Information Security Market Survey, TIS'
Gauntlet firewall technology was the second most widely used firewall product.
The same report found that 60 percent of all corporate sites surveyed use
Network Associates for their anti-virus security. Today, Network Associates'
McAfee anti-virus security software is used by over 25 million users and more
than 80% of the Fortune 100. The Company also has more than four million
users in 50 countries of its PGP encryption and authentication technology
which is considered the worldwide de facto standard for Internet email and
file encryption.
TIS provides a full line of security products and services including:
Gauntlet firewalls to protect network connections; Gauntlet Global Virtual
Private Networks to secure electronic communications worldwide; Stalker misuse
detection solutions to ensure the integrity of servers which, when used in
conjunction with Network Associates' CyberCop, extends this level of
protection to networks; and TIS Consulting and Training services to facilitate
a company's network running smoothly.
TIS' RecoverKey encryption technology provides flexible, scalable, user-
controlled key recovery, and has been implemented by multinational
organizations for their global networks. TIS is a founding member of the Key
Recovery Alliance, an organization of over 60 international companies working
together to facilitate the worldwide commercial use of strong encryption.
"This announcement represents a fundamental shift in the way large
customers will implement security technology," said Bill Larson, chairman and
CEO of Network Associates. "Network Associates is the first company to
deliver this caliber of technology and this breadth of security products. The
ability to tie all of these components together in a centralized management
environment is critical to customer success, and Network Associates is the
only company to combine security with industry-leading network management
capabilities."
"TIS has built its success on the vision that true security solutions are
dependent on tight integration at several levels of the corporate network
infrastructure," said Stephen Walker, CEO of TIS. "This agreement builds on
the foundation set forth by TIS and reflects a crucial step in the evolution
of true enterprise-scale security networks."
There will be a conference call with Bill Larson and Stephen Walker today
at 8:30 a.m. Eastern Standard Time. Participants should call (800) 205-6214
and ask for the Network Associates conference. There will be a second
conference call with Bill Larson and Stephen Walker for press and industry
analysts at 2:15 p.m. Eastern Standard Time. Participants for this conference
should call (800) 369-3142 in the US and (402) 592-0385 for international
media.
To view or listen to comments by Bill Larson on the acquisition following
today's conference calls, please visit newstream.com.
Trusted Information Systems was founded in 1983 and is a global provider
of Multi-Dimensional Security solutions of enterprise networks. TIS'
operations span the globe with offices throughout the United States, Europe
and the Pacific Rim, and resellers in more than 30 countries around the world.
With headquarters in Santa Clara, Calif., Network Associates, Inc., formed
by the merger of McAfee Associates and Network General, is a leading supplier
of enterprise network security and management solutions. Network Associates'
product offering includes four individual software suites -- McAfee Total
Virus Defense, PGP Total Network Security, Sniffer Total Network Visibility
and McAfee Total ServiceDesk -- which are designed to be centrally managed
from within the Network Associates' Net Tools unified management environment.
For more information, Network Associates can be reached at (408) 988-3832 or
on the web at nai.com.
This news release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended (including with respect to the
consummation of the transaction and the integration of various security
products in an integrated management environment). Because such statements
apply to future events, they are subject to risks and uncertainties that could
cause the actual results to differ materially, including without limitation,
integration risks related to the proposed transaction, the risk that the
proposed transaction will not be consummated, and the risk that the
anticipated benefits of the transaction will not be realized. Important
factors which could cause actual results to differ materially are described in
Network Associates' reports on Form 10-K and 10-Q filed with the Securities
and Exchange Commission. |
