Tumbleweed Communications Corp. Announces Completion of Merger with Valicert, Inc.
The Combination Expands Tumbleweed’s Position in the Growing Secure Communication Software Market
REDWOOD CITY, Calif. & MOUNTAIN VIEW, Calif.–(BUSINESS WIRE)–June 23, 2003– Tumbleweed Communications Corp. (NASDAQ:TMWD), a leading provider of secure communication software for businesses and government agencies using the Internet, and Valicert, Inc. (NASDAQ:VLCT), a leading provider of software that securely connects companies with their customers, suppliers and partners across the financial value chain, jointly announced that Tumbleweed and Valicert have completed their merger today.
Under the terms of the merger agreement, which has been approved by the stockholders of both companies, each Valicert share of common stock has been converted into the right to receive 0.385 of a share of Tumbleweed Common Stock. Letters of transmittal regarding the procedures to exchange Valicert common stock for Tumbleweed common stock will be sent to former Valicert stockholders in the near future. As a result of the acquisition, Valicert shares will no longer be listed on the NASDAQ stock market’s national market.
“This merger is good news for our customers, bad news for our competitors,” said Jeffrey C. Smith, Chairman and CEO of Tumbleweed Communications. “The combination with Valicert strengthens our financial position, expands the breadth of product offerings, adds new infrastructure and support for servicing our customers, and grows our market share, particularly among large customers.”
The combined company will now service over 600 enterprise customers, including:
* 9 of the 10 largest U.S. banks
* 6 payment and clearing networks
* 16 Blue Cross Blue Shield companies
* 6 of the 10 largest U.S. pharmaceutical companies
* 7 U.S. state governmental agencies
* All 4 branches of the U.S. military forces.
Tumbleweed’s software products are used when reliance on Internet communications, including e-mail, messaging, and file transfer, are critical to a business. By making Internet communications secure, reliable and automated, Tumbleweed’s products significantly reduce the cost of doing business. Tumbleweed offers software solutions in four main market spaces:
* E-mail Firewall to protect companies from spam and viruses, filter content for regulatory compliance, and enforce company policies to reduce liabilities and associated training costs
* Messaging Security to encrypt communication between an enterprise and its customers, partners, and suppliers
* Secure File Transfer for automating the transfer of payments files, EDI files, check images between corporations, banks and processors
* Identity Validation to authorize users to access secure computing systems and to digitally sign files and transactions.
“Our software provides significant strategic value to our customers by allowing them to do business securely and safely over the Internet,” said John Vigouroux, President and Chief Operation Officer of Tumbleweed Communications. “Going forward, our customers will continue to leverage our best-in-class suite of secure Internet communications software to protect their networks from threats, secure their Internet communications, and leverage the low-cost Internet to securely and reliably exchange files and information. They will get a lower total cost of ownership (TCO) as a result of our lowered product development costs, unified customer support, and integrated systems management, authentication, and back-end integration capabilities. And they will benefit from increased innovation generated by our team of more than 120 software engineers and our expanding portfolio of secure communications patents.”
About Tumbleweed Communications Corp.
Tumbleweed is a leading provider of secure Internet communications software products for enterprise and government agencies. By making Internet communications secure, reliable and automated, Tumbleweed’s email firewall, secure file transfer, secure email, and identity validation solutions help customers significantly reduce the cost of doing business. Tumbleweed provides services for over 600 customers, including ABN Amro, Aetna Health Insurance, Bank of America Securities, JP Morgan Chase & Co., The Regence Group (Blue Cross/Blue Shield), Society for Worldwide Interbank Financial Telecommunication (SWIFT), St. Luke’s Episcopal Healthcare System, the US Food and Drug Administration, the U.S. Postal Service, and the US Navy and Marine Corps. Tumbleweed Communications was founded in 1993 and is headquartered in Redwood City, California. For additional information about Tumbleweed go to www.tumbleweed.com or call 650-216-2000.
SAFE HARBOR STATEMENT
Tumbleweed cautions that forward-looking statements contained in this press release are based on current plans and expectations, and that a number of factors could cause the actual results to differ materially from the guidance given at this time. These factors are described in the Safe Harbor statement below.
Except for the historical information contained herein, the matters discussed in this press release may constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected, particularly with respect to the costs and benefits associated with Tumbleweed’s products and services. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. For further cautions about the risks of investing in Tumbleweed, we refer you to the documents Tumbleweed files from time to time with the Securities and Exchange Commission, particularly Tumbleweed’s Annual Report on Form 10-K filed June 4, 2003, and the registration statement on Form S-4 filed June 2, 2003.
Tumbleweed assumes no obligation to update information contained in this press release, which represents the Company’s expectations only as of the date of this release and should not be viewed as a statement about the Company’s expectations after such date. Although this release may remain available on the Company’s website or elsewhere, its continued availability does not indicate that the Company is reaffirming or confirming any of the information contained herein.