McAfee Accepts Increased Buyout Bid

With a share exchange offer set to expire in two days, Network Associates
on Wednesday announced it would boost its buyout bid for
McAfee.com by about $17 million.

The all-stock bid, originally valued at $208 million was rejected by McAfee’s management was “financially inadequate” but Network
Associates said it would now offer in the range of $225 million for the
outstanding shares of the McAfee subsidiary.

In a statement, McAfee said a special committee of its
board of directors has determined that the price per share is adequate.
“Based on that determination, McAfee has recommended that stockholders
accept Network Associates’ amended offer and tender their shares.”

Network Associates currently owns about 75 percent of the anti-virus
software firm it spun off in 1999 to take advantage of the surge in
Internet-based stocks.

Under the amended offer, McAfee’s shareholders would be offered 0.78 of a
share of Network Associates stock in exchange for each outstanding share of
McAfee.com stock. The amended bid represents a 15.6 percent increase over
the originally proposed exchange ratio of 0.675.

The buyout bid hit a speed bump last month when Network Associates was hit with news
that the Securities and Exchange Commission (SEC) would investigate its
accounting practices. The SEC probe is believed to be limited to accounting
practices during fiscal year 2000.

Separately, McAfee announced the acquisition of an anti-spam technology
known as “SpamKiller” to add to its line of security-related products. The
company is touting the software as an effective anti-spam tool that offers
the ability to block unwanted e-mail messages from entering e-mail boxes.

McAfee said “SpamKiller” would join its line of managed security products
that include anti-virus
protection, firewall and privacy protection. Thor Ivar Ekle, who created the
“SpamKiller” software, has been hired by McAfee to lead the future
development of the new product line.

“Spam e-mail is the fastest growing nuisance on the Internet and we believe
that spam protection is as significant as protection against viruses and
hacker attacks,” said McAfee CEO Srivats Sampath. “Today, e-mail boxes are
constantly being polluted with spam messages and billions of dollars are
being lost in wasted time and lost productivity. We expect SpamKiller to be
an important addition to our anti-abuse line of products.”

The company plans to make a McAfee branded version of “SpamKiller” available
in the second quarter 2002.

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