Websense to acquire SurfControl

Websense, Inc. announced that its subsidiary, Websense SC Operations Limited, has made a pre-conditional cash offer to acquire all of the issued and to-be-issued ordinary shares, excluding treasury shares, of SurfControl PLC, a provider of on-demand and software-based Web and email security solutions. Under the terms of the proposal, SurfControl shareholders will receive 700 pence in cash for each SurfControl share. The proposal values SurfControl’s existing issued share capital at approximately ?201 million (approximately US$400 million).

“The combination of Websense and SurfControl is expected to benefit customers, partners and shareholders by creating an IT security solutions company with the scale and product offering to compete more effectively with large global security software companies. Additionally, by improving operational efficiencies, we believe we can generate operating margins in the combined business similar to the historical levels we have achieved in our own Web security business,” said Gene Hodges, CEO, Websense, Inc. “A further objective of the acquisition is to complement and accelerate our stated growth initiatives, particularly in the strategically important SMB segment. We are especially excited about having SurfControl’s BlackSpider® on-demand content security solution available to our global customer base.”

“After the transaction closes, we are committed to supporting SurfControl’s and Websense’s customers and channel partners. We believe the combination is a win for the customers and partners of both companies,” added Hodges. “We plan to introduce a customer satisfaction and retention program and pledge to support SurfControl’s layered software Web security solutions at least through 2010. We also plan to enhance these products with data from the merged research databases of the two companies. We also plan to renew existing SurfControl subscriptions at competitive levels, similar to their historical prices. Channel partners are expected to benefit from the opportunity to offer a broader set of solutions to their customers, backed by the threat research capabilities and financial strength of Websense.”

“This proposal offers a significant premium to SurfControl’s shareholders which fairly recognizes the value that has been built through the focused strategy of excellence in execution we have pursued,” said Patricia Sueltz, CEO of SurfControl, “I believe that SurfControl today provides a unique combination of security solutions for its customers through software, appliances and on-demand services. The proposed acquisition by Websense represents another major step in the development of SurfControl’s business, which will become part of a larger organization better positioned to compete in the growing market for Internet security services. On behalf of the board, I would like to thank all of our employees for the dedication they have shown in pursuit of our goals and the value they have created for our shareholders.”

Financial Benefits In addition to the improved prospects of the combined company, Websense believes the combination creates the opportunity to deliver significant accretion to earnings and cash flow from operations. The accretion is the result of retaining SurfControl’s anticipated future bookings, while reducing expenses through consolidation and restructuring of the combined operations. Estimates of future bookings assume some customer attrition, which is anticipated to be partially offset by sales of SurfControl products to Websense customers and sales of Websense products to SurfControl customers and by new customer bookings resulting from expanded distribution capabilities. The opportunities for additional sales include selling SurfControl on-demand Web and email security and layered email security products to Websense customers and selling Websense Web security and information leak prevention products to SurfControl customers.




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