McAfee Parent Makes $208M Buyout Offer

Security software firm Network Associates on Monday
announced a $208 million all-stock offer to acquire all the outstanding
shares of .

The Santa Clara, Calif.-based Network Associates, which already has a 75
percent stake in, plans to offer 0.675 shares for each
outstanding share of common stock in a tax-free exchange.

Based on a per share closing price of $27.61 for Network Associates stock
and $15.54 for stock on March 15, 2002, the offer represents a
value of approximately $18.64 per share of stock, the company

If it goes through, the price tag would represent a premium of approximately
20 percent over’s closing stock price on March 15, 2002.

Network Associates, which provides anti-virus, network management, and help
desk software, said the decision to acquire the remainder of was
an attempt to streamline operations and eliminate confusion across business

“This recombination is intended to deliver on the promise we made 14 months
ago to focus Network Associates on customer needs, eliminate confusion
across business units, and streamline our operations,” said Network
Associates CEO George Samenuk.

“We believe this move is good for customers, allowing us to combine the
powerful Network Associates security technologies with the innovative
services and distribution offered by,” Samenuk added.

If the deal closes without significant changes, Network Associates would own
at least 90 percent of all outstanding shares of common stock.
Upon consummation, Network Associates said it would effect a “short-form”
merger of with a Network Associates subsidiary.

“In the merger, each remaining Class A share will be exchanged
(unless holders perfect appraisal rights under Delaware law) into the same
number of shares of Network Associates common stock as is paid in the
exchange offer,” the company said.

McAfee, which competes with the likes of RSA Security, Trend Micro and
Symantec, sells virus protection subscriptions online. Network Associates
three product groups include McAfee Security, Sniffer Technologies and Magic

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