Secure Computing Corporation (Nasdaq:SCUR), the experts in securing connections between people, applications and networks(TM), has announced that it has signed a definitive agreement to acquire CipherTrust, Inc., the global leader in messaging security. CipherTrust(R), a privately-held company, provides innovative layered security solutions to stop inbound messaging threats such as spam, viruses, intrusions and phishing, and protects against outbound policy and compliance violations associated with sensitive data leakage.
Secure Computing is purchasing CipherTrust for total consideration of US$ 273.6 million, which is comprised of US$ 185 million in cash, 10 million shares of Secure Computing common stock, and a US$ 10 million seller note that is subject to certain performance obligations. As a result of the transaction, CipherTrust shareholders will have an approximate 14 per cent ownership position in Secure Computing.
Under the terms of the agreement, Secure Computing has obtained a commitment for a senior secured credit facility from Citigroup. The facility comprises a US$ 115 million term loan and a US$ 20 million revolving credit facility. The transaction is expected to close by September 8, 2006, subject to any necessary regulatory approvals and customary closing conditions.
Depending on the closing day of the transaction, Secure Computing expects CipherTrust to add approximately US$ 15 million to US$ 20 million in revenue in 2006, and approximately US$ 80 million in revenue in 2007. The transaction is expected to be breakeven with respect to pro-forma earnings per share by mid-2007 and accretive to pro-forma earnings per share in the second half of 2007.
In conjunction with this transaction, Jay Chaudhry, CEO, chairman and founder of CipherTrust, will join Secure Computing's Board of Directors as Vice Chairman and serve as the company's Chief Strategy Officer and a member of the company's senior management team.
"Over the past few months, we have made excellent progress with the integration of CyberGuard," said Andrew Clarke, Vice President, International Marketing, Secure Computing. "With the brunt of the initial integration activity now behind us, we believe the time is right to continue investing in enterprise gateway security, which is experiencing strong growth. After an extensive review and due diligence process, we believe CipherTrust is the perfect addition to Secure Computing."
According to IDC, the Secure Content Management Appliance market is expected to grow to US$ 1.7 billion in 2009, a 47 per cent CAGR from 2004 through 2009. In the Messaging Security sub-market, IDC expects this area to grow to US$ 2.6 billion in 2009, a 31 per cent CAGR from 2004 through 2009.
CipherTrust is the current leader (based on 2004 revenues) in the Secure Content Management Appliance market with 20 per cent market share. Also as part of the transaction, Secure Computing will become well-positioned in the Messaging Security Market. According to IDC data, CipherTrust is currently the clear market leader in messaging security gateway appliances. Appliances are becoming the preferred method of deploying security applications within the Enterprise, and IDC estimates that 80 per cent of all network security solutions will be delivered via a dedicated appliance by 2007.
"As threats and attacks move from targeting the network to targeting applications, companies are requiring application gateways with sophisticated content analysis capabilities," said Clarke. "By combining the two companies, we will offer highly differentiated enterprise gateway security solutions that provides customers with integrated, multi-layer protection for messaging and web communication. As a result, we will be better positioned to help protect our customers' most valuable asset - their data."
"We will also be better positioned to offer our channel partners more innovative and profitable products to sell to their customers," added Clarke. "CipherTrust's unique reputation based security technology, TrustedSource, will further differentiate us by delivering the industry's first reputation-based firewall/UTM, web gateway and identity and access management solution."
To combat the real business risks posed by the growing number of messaging security threats, CipherTrust pioneered the messaging security appliance market and created an innovative, layered, policy-based appliance to protect multiple communication channels, including email, instant messaging, Webmail, file transfers and HTTP. CipherTrust's family of products are created to meet the specific needs of organizations of all types and enable those organizations to reduce costs and mitigate the risks that are associated with all forms of electronic messaging.
"We are excited to be joining forces with Secure Computing," said Jay Chaudhry, CEO, chairman and founder of CipherTrust. "This transaction brings together two very successful companies that together can redefine enterprise gateway security."
"The synergies between the two companies are tremendous," said Chaudhry. "Our products and technologies are complementary, our channel and selling strategy similar but with little overlap in channel partners, and our teams have strong domain expertise in security with an established record for delivering innovative products. Our combined business will bring focus and innovation of a start-up and the scale, size and financial strength of a larger company."
"Secure Computing's merger with CipherTrust addresses the convergence of threat and messaging management gateways," said Chris Christiansen, Program Vice President of Security Products and Services at IDC. "CipherTrust's messaging security complements Secure Computing's focus on Unified Threat Management, Web filtering and hardware authentication. With messaging increasingly viewed as a critical enterprise application, the ability to secure traffic at wire speeds is a critical business enabler. Moreover, CipherTrust's TrustedSource reputation technology, with its network of thousands of sensors throughout the Internet, will add a new element of sophistication and intelligence to existing UTM and SCM products."
About Secure Computing:
Secure Computing (Nasdaq:SCUR) has been securing the connections between people and information for over 20 years. Specializing in delivering the world's strongest security appliances/firewalls, identity and access management solutions, content management and filtering solutions, Secure Computing is uniquely qualified to be the global security solutions provider to organizations of all sizes. Our more than 17,000 global customers, supported by a worldwide network of partners, include the majority of the Dow Jones Global 50 Titans and the most prominent organizations in banking, financial services, healthcare, telecommunications, manufacturing, public utilities, education and national and local governments. The company is headquartered in San Jose, Calif., and has offices worldwide. For more information, see http://www.securecomputing.com.
About CipherTrust, Inc.
CipherTrust, Inc., the global market leader in messaging security, provides innovative layered security solutions to stop inbound messaging threats such as spam, viruses, intrusions and phishing, and protect against outbound policy and compliance violations. CipherTrust's integrated best-of-breed capabilities deliver maximum availability and unmatched security, effectiveness and enterprise manageability across multiple messaging protocols including e-mail, instant messaging and Web-based mail. Recognized by IDC as the market leader for secure content management appliances, CipherTrust protects the messaging infrastructure of more enterprises than any other vendor, including more than one-third of the Fortune 500. CipherTrust is backed by top-tier investors including Battery Ventures and Greylock Partners. For more information about CipherTrust, please visit www.ciphertrust.com or call 877-448-8625.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995 The statements contained in this release, which are not historical facts, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Examples of such forward looking statements include Secure Computing's belief CipherTrust is an excellent fit with Secure Computing, the acquisition of CipherTrust will strengthen Secure Computing's current activities, and that the merger will add a base of new customers, expand the scope of Secure's product line, and be accretive to Secure Computing's proforma earnings in the second half of 2007. These statements are subject to uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. These risks and uncertainties include, among others, the following risks: that the closing will be delayed, that customers and partners will not react favorably to the merger, risks associated with acquiring other companies, including integration risks, and other risks described in Secure Computing's Securities and Exchange Commission filings, including Secure's Annual Report on Form 10-K for the year ended December 31, 2005 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," Secure Computing does not undertake any obligation to update these forward-looking statements to reflect events or circumstances after the date of this press release.
