SAN DIEGO, June 25, 2013 /PRNewswire/ -- Vista Equity
Partners announced today the successful completion of the tender
offer by Tomahawk Merger Sub, Inc., a wholly owned subsidiary of
Tomahawk Acquisition, LLC and an affiliate of Vista Equity
Partners, for all of the outstanding shares of common stock of
Websense, Inc. ("Websense") at a purchase price of $24.75 per share. The tender offer expired at
9 a.m., New
York City time, on June 25,
2013. As of the expiration of the tender offer,
approximately 77 percent of the outstanding shares of common stock
of Websense were validly tendered and not withdrawn in the tender
offer (not counting as validly tendered shares tendered through
notice of guaranteed delivery and not actually delivered). All of
such shares have been accepted for payment in accordance with the
terms of the tender offer.
As a result of the tender offer and the exercise by Tomahawk
Merger Sub, Inc. of its right under the merger agreement pursuant
to which the tender offer was made to purchase additional shares
from Websense, Tomahawk Merger Sub, Inc. now owns at least 90
percent of the outstanding shares of Websense, which will allow
Tomahawk Merger Sub, Inc. to complete and close the merger of
Tomahawk Merger Sub, Inc. with and into Websense without
stockholder approval.
Upon completion of the merger, which the parties anticipate will
occur today, Websense will become a wholly-owned subsidiary of
Tomahawk Acquisition, LLC. All outstanding shares of common stock
of Websense, other than shares held by Tomahawk Acquisitions, LLC,
Tomahawk Merger Sub, Inc., or Websense and shares held by
Websense's stockholders who are entitled to and properly demand and
perfect appraisal of such shares pursuant to the applicable
provisions of Delaware law, will
be automatically cancelled and converted into the right to receive
cash equal to the $24.75 offer price
per share. In addition, the parties anticipate that the common
stock of Websense will cease to be traded on the NASDAQ Capital
Stock Market after market close today following completion of the
merger.
About Websense, Inc.
Websense, Inc. (NASDAQ: WBSN) is a global leader in protecting
organizations from the latest cyber attacks and data theft.
Websense TRITON comprehensive security solutions unify web
security, email security, mobile security and data loss prevention
(DLP) at the lowest total cost of ownership. Tens of thousands of
enterprises rely on Websense TRITON security intelligence to stop
advanced persistent threats, targeted attacks and evolving malware.
Websense prevents data breaches, intellectual property theft and
enforces security compliance and best practices. A global network
of channel partners distributes scalable, unified appliance- and
cloud-based Websense TRITON solutions.
Websense TRITON stops more threats, visit
www.websense.com/proveit to see proof. To access the latest
Websense security insights and connect through social media, please
visit www.websense.com/smc. For more information, visit
www.websense.com and www.websense.com/triton.
About Vista Equity Partners
Vista Equity Partners, a U.S. based private equity firm with
offices in San Francisco,
Chicago and Austin, currently invests over $7 billion in capital committed to dynamic,
successful technology-based organizations led by world-class
management teams with long-term perspective. Vista is a value-added
investor, contributing professional expertise and multi-level
support towards companies realizing their full potential. Vista's
investment approach is anchored by a sizable long-term capital
base, experience in structuring technology-oriented transactions,
and proven management techniques that yield flexibility and
opportunity in private equity investing. For further information
please visit www.vistaequitypartners.com.
Forward Looking Statements
Statements in this press release that relate to future results
and events are forward-looking statements made within the meaning
of Section 21E of the Securities Exchange Act of 1934 based on
Websense's current expectations regarding the proposed transaction.
Actual results and events in future periods may differ materially
from those expressed or implied by these forward-looking statements
because of a number of risks, uncertainties and other factors.
There can be no assurances that a transaction will be consummated.
Other risks, uncertainties and assumptions include the possibility
that expected benefits may not materialize as expected; that the
transaction may not be timely completed, if at all; that, prior to
the completion of the transaction, if at all, Websense's business
may experience significant disruptions due to transaction-related
uncertainty or other factors that the parties are unable to
successfully implement integration strategies; and other risks that
are described in Websense's Annual Report on Form 10-K for the
fiscal year ended December 31, 2012
and in its subsequently filed SEC reports. Websense does not
undertake any obligation to update these forward-looking statements
except to the extent otherwise required by law.
Investor Contact:
Avelina Kauffman
Websense, Inc.
(858) 320-9364
akauffman@websense.com
Media Contact:
Patricia Hogan
Websense, Inc.
(858) 320-9393
SOURCE Websense, Inc.
