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 McAfee.com .

The Santa Clara, Calif.-based Network Associates, which already has a 75
percent stake in McAfee.com, plans to offer 0.675 shares for each
outstanding share of McAfeee.com 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 McAfee.com stock on March 15, 2002, the offer represents a
value of approximately $18.64 per share of McAfee.com stock, the company
said.

If it goes through, the price tag would represent a premium of approximately
20 percent over McAfee.com’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 McAfee.com was
an attempt to streamline operations and eliminate confusion across business
units.

“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 McAfee.com,” Samenuk added.

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

“In the merger, each remaining McAfee.com 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
Solutions.

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