CyberGuard Corporation (Nasdaq:CGFW), ), the technology leader in network security, announced that the company is extending an offer to purchase Secure Computing Corporation (Nasdaq:SCUR). In a letter transmitted to Secure Computing yesterday afternoon, CyberGuard proposed a one-for-one stock exchange transaction. Based on the closing price July 9, 2004, that would represent a 22 percent premium to the value of each share of Secure Computing common stock. Both companies provide highly secure information security solutions to enterprise and government customers worldwide.

We have a great deal of respect for Secure Computings team and their technology, stated Pat Clawson, chairman and chief executive officer of CyberGuard Corporation. Both of our companies offer the highest-level information security in the industry. Both focus 100 percent on providing the most secure products in the world. Together our products would be the most secure product suite available. This is a logical next step for CyberGuard as we continue to aggregate the right technology for the enterprise and move forward to build the premium information security company.

In 2003, CyberGuard outlined a strategy of creating a broad-based information security offering of enterprise-class, best-of-breed technologies focused on Global 1000 companies and worldwide government customers. In addition to developing innovative technologies, the company began adding to its portfolio through acquisition. In January 2003, CyberGuard purchased the assets of NetOctave, a manufacturer of security processors and virtual private network (VPN) acceleration products. In November 2003, CyberGuard acquired SnapGear, a developer of embedded Linux security and edge firewall/VPN security appliances; and, in April 2004, the company acquired Webwasher, a high-end content security provider.

Based in San Jose, California, Secure Computing Corporation manufactures a line of high-end firewall information security appliances and authentication and Web filtering products.

CyberGuard and Secure Computing have much in common. Both of our companies have a strong heritage of placing security first. Our cultures and our customer bases are similar. Both companies have talented, committed employees, said Clawson. We also have similar opportunities and face similar challenges. We incur the same costs for everything from engineering to sales, support and certifications. Combining our organizations would allow us to realize operational and financial synergies and focus our resources on creating even better products and solutions for our customers and greater value for our shareholders.

Clawson said that an initial evaluation of a merger identified an estimated $14 million in cost savings which could generate an increase in earnings for each companys shareholders of $0.20 per share. This did not include any calculation of the potential for increased revenue which could result from sales synergies.

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