Secure Computing Announces Special Meeting of Stockholders to Approve Sale to McAfee
16 Outubro 2008 - 10:00AM
Marketwired
Secure Computing Corporation (NASDAQ: SCUR) announced today that a
record date and a special meeting date have been established for
the Company's stockholders to consider and vote on the proposal to
adopt the previously announced agreement and plan of merger by and
among Secure Computing Corporation, McAfee, Inc. and Seabiscuit
Acquisition Corporation, a wholly owned subsidiary of McAfee, Inc.
The merger agreement provides for the merger of Seabiscuit
Acquisition Corporation with and into Secure Computing Corporation,
with Secure Computing Corporation continuing as the surviving
corporation and as a wholly owned subsidiary of McAfee, Inc.
Secure Computing Corporation stockholders of record at the close
of business on October 10, 2008 are entitled to notice of the
special meeting and to vote on the adoption of the merger
agreement. The special meeting is scheduled to be held on Friday,
November 14, 2008 at 9:00 a.m., local time, at Secure Computing
Corporation's offices located at 2340 Energy Park Drive, St. Paul,
Minnesota 55108. The definitive proxy statement for the special
meeting has been filed with the Securities and Exchange Commission,
and is first being mailed to stockholders on October 16, 2008.
On October 15, 2008, Secure Computing Corporation received
notification that the U.S. Department of Justice and Federal Trade
Commission had granted early termination of the Hart-Scott-Rodino
waiting period for the proposed merger. The closing of the merger
remains subject to receipt of antitrust approvals under the laws of
the Federal Republic of Germany, adoption of the merger agreement
by the Secure Computing Corporation stockholders, as well as other
customary closing conditions. The parties intend to consummate the
transaction as soon as practicable and currently anticipate that
the closing will occur in the fourth quarter of calendar year
2008.
Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements, which include
those regarding anticipated completion of the merger and the
expected closing date of the merger. These forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results or outcomes to be materially
different from those anticipated in this release including, among
others, the inability of the parties to the merger agreement to
obtain necessary regulatory approval or to obtain them on
acceptable terms; the inability to obtain necessary Secure
Computing Corporation stockholder approval; material changes in the
economic environment or the industries in which Secure Computing
Corporation and McAfee, Inc. operate; and other factors relating to
Secure Computing Corporation and McAfee, Inc. that may impact the
timing or occurrence of closing. In addition, actual outcomes are
subject to other risks and uncertainties that relate more broadly
to Secure Computing Corporation's overall business, including those
more fully described in Secure Computing Corporation's filings with
the Securities and Exchange Commission, including its Annual Report
on Form 10-K for the year ended December 31, 2007, and its
Quarterly Report filed on Form 10-Q for the second quarter of 2008.
Secure Computing Corporation assumes no obligation to update these
forward-looking statements.
About Secure Computing
Secure Computing Corporation (NASDAQ: SCUR), a leading provider
of enterprise gateway security, delivers a comprehensive set of
solutions that help customers protect their critical Web, email and
network assets. Over half the Fortune 50 and Fortune 500 are part
of its more than 22,000 global customers, supported by a worldwide
network of more than 2,000 partners. The company is headquartered
in San Jose, California, and has offices worldwide. For more
information, see http://www.securecomputing.com.
About McAfee, Inc.
McAfee, Inc. is the leading dedicated security technology
company. Headquartered in Santa Clara, California, McAfee, Inc.
delivers proactive and proven solutions and services that secure
systems and networks around the world. With its unmatched security
expertise and commitment to innovation, McAfee, Inc. empowers home
users, businesses, the public sector, and service providers with
the ability to block attacks, prevent disruptions and continuously
track and improve their security. http://www.mcafee.com.
Important Information
Secure Computing Corporation ("Secure Computing") has filed with
the Securities and Exchange Commission (the "SEC") preliminary and
definitive proxy statements and other relevant materials in
connection with its proposed acquisition by McAfee, Inc.
("McAfee"). The definitive proxy statement is first being mailed to
the stockholders of Secure Computing on October 16, 2008. Before
making any voting or investment decision with respect to the
transaction, investors and security holders of Secure Computing are
urged to read the proxy statement and the other relevant materials
because they contain important information about the transaction,
Secure Computing and McAfee. Investors and security holders may
obtain free copies of these documents (when they are available) and
other documents filed with the SEC at the SEC's web site at
www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC from Secure
Computing's investor relations website at
www.securecomputing.com/invest.cfm or by writing its investor
relations department at 55 Almaden Boulevard, Suite 500 San Jose,
CA 95113.
Information Regarding Participants
Secure Computing and its officers and directors may be deemed to
be participants in the solicitation of proxies from Secure
Computing's stockholders with respect to the transaction. A
description of any interests that these officers and directors have
in the transaction is available in the proxy statement. In
addition, McAfee may be deemed to have participated in the
solicitation of proxies from Secure Computing's stockholders in
favor of the adoption of the merger agreement. Information
concerning McAfee's directors and executive officers is set forth
in McAfee's proxy statement for its 2008 annual meeting of
stockholders, which was filed with the SEC on June 26, 2008. These
documents are available free of charge at the SEC's web site at
www.sec.gov or by going to McAfee's investor relations page on its
corporate website at www.mcafee.com.
Editorial Contact: Ally Zwahlen Email Contact 925-207-4573
Investor Contact: Jane Underwood Email Contact 408-494-2186
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