SafeNet to Be Acquired by Private Equity Firm Vector Capital for $634 Million
SafeNet, Inc. has entered into a definitive agreement to be acquired by an investor group led by Vector Capital in a transaction valued at approximately $634 million. The $28.75 per share price represents a premium of 12% over the SafeNet average closing share price during the 30 trading days ended March 2, 2007 and a 57% premium over its closing stock price on October 2, 2006, the last date before the Company commenced intensive efforts to explore its strategic alternatives.
Under the terms of the agreement, a subsidiary of Vector Capital (Stealth Acquisition Corp.) will commence a tender offer to acquire all of the outstanding shares of SafeNet common stock for $28.75 per share in cash. The offer is expected to commence on or before March 12, 2007, and will expire at midnight on the 20th business day following and including the commencement date, unless extended in accordance with the terms of the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”).
The Board of Directors of SafeNet unanimously approved the definitive agreement and recommends that shareholders tender their shares into the tender offer. Members of SafeNet’s Board have agreed to tender their shares.
Walter Straub, SafeNet’s Chairman and CEO, said, “Over the past five months, our Board of Directors engaged in an extremely thorough review of all strategic options available to the Company, including a broad solicitation process that resulted in significant competitive interest in our Company. Based on this comprehensive process, the Board determined that being acquired by Vector Capital and its partners represents a compelling opportunity that is in the best interest of our shareholders, customers and employees.”
“In Vector, we have identified a partner that is committed to assisting the Company to fully realize its opportunities while we continue to address our issues and build momentum in our business,” continued Straub.
Chris Nicholson, a Partner at Vector, said, “SafeNet’s full suite of leading government and industry security solutions uniquely position the Company with its strong customer base, and we look forward to working with SafeNet’s talented employees and management team to build lasting value for the Company and its customers.”
The tender offer is conditioned upon, among other things, approximately 78% of SafeNet’s shares being tendered in the offer based on the current shares and options outstanding. If the Company becomes current in its SEC filings, the minimum tender condition will be reduced to a majority of the fully diluted eligible shares.
The transaction is not subject to any financing condition. The transaction will be financed through a combination of equity and debt, with the debt financing committed by Deutsche Bank and Citigroup Global Markets and the equity committed by Vector and certain of its partners. Provided that the minimum tender condition is met, the transaction is expected to be completed during the second quarter of 2007, subject to customary closing conditions and regulatory approvals. There can be no assurance that the transaction will be approved or consummated.
Merrill Lynch is acting as financial advisor to SafeNet, Inc., and Wachtell, Lipton, Rosen & Katz is acting as the Company’s legal advisor. Credit Suisse also was retained to provide certain financial advisory services to the Board of Directors of SafeNet. O'Melveny and Myers is acting as legal advisor to Vector Capital. Deutsche Bank served as lead financial advisor and co-lead arranger of the debt financing and Citigroup Global Markets Inc. served as co-advisor and co-lead arranger.
Contactwww.safenet-inc.com.
Contact www.vectorcapital.com.
Newly Formed 2ndWave Software Acquires Amcom
2ndWave Software announced has acquired Amcom Software, a provider of enterprise software systems for mission critical communications. The recently formed 2ndWave Software, led by former HighJump Software executives Chris Heim and Dan Mayleben, chose Amcom as their first acquisition based on the company’s reputation in the markets it serves, a solid technology platform and a prestigious client roster.
Founded nearly 25 years ago by Jack Collins, Amcom has over 400 customers including Duke University, Stanford Medical Center, Cleveland Clinic, New York Presbyterian, Cedars-Sinai Health System, Intel Corporation and the U.S. Army. Amcom’s software solutions are used to automate mission critical communications and improve enterprise-wide communications. Customers benefit with a central, standards-based communication platform proven to reduce cost and increase efficiencies by providing self-service and faster, more accurate call routing.
Following the planned retirement of Amcom CEO and Founder, Jack Collins, Heim will take on the role of CEO and Mayleben will be appointed CFO of Amcom. The company will retain its name, company headquarters, management team and employee base.
"Over the years, Amcom has achieved fantastic business results by providing great solutions to meet growing customer demand for advanced communications," said Chris Heim, CEO, 2ndWave Software. "Many customers reported improved performance and reliability by eliminating manual processes, avoiding costly errors and reducing risk. By saving millions in liabilities and increased efficiencies, the results speak for themselves."
2ndWave Software was formed to address the new reality of slower yet, steady growth in many business-to-business software markets. Despite niche market leadership, many well-run small and mid-sized enterprise software companies have been unable to attract outside acquirers or exit via a public offering. To address this need, 2ndWave Software will seek to acquire quality companies, help management teams improve their business operations, and potentially combine them with other complimentary businesses.
"2ndWave is very focused and committed to the future success of Amcom," said Dan Mayleben, Chief Financial and Chief Operating Officer, 2ndWave Software. "We intend to make Amcom the leader in its software category while bringing additional product ands service offerings into their core verticals to support customer demand for better enterprise communications."
Contact www.amcomsoftware.com
Contact www.2ndwavesoftware.com.
Aspect Software and Microsoft Form Alliance
Aspect Software Inc. will provide Microsoft Office Communications Server 2007 Speech Server as an embedded component of the Aspect Unified IP product. This offering is designed to allow organizations to enjoy the benefits of high-end speech self-service features at a positive price point, and to leverage the reduced complexity of the unified solution while having greater control and increased contact center functionality.
“Small and midsize contact centers face unique challenges, and they need applications that will specifically address their distinct requirements,” said Mike Sheridan, senior vice president of strategy at Aspect Software. “Most importantly, they don’t want to sacrifice functionality; they want the full array of capabilities, just as large contact centers do. Working with Microsoft is allowing us to bring a solution to market that incorporates a full set of high-end features that supports these organizations’ customer contact strategies, including a fully featured speech capability.”
Aspect Unified IP incorporates an automatic call distributor, a voice portal, quality management, a predictive dialer and Internet connection in a single application. It also provides unified reporting, routing and administration functionality, and hosted capabilities with multi-tenancy, while running on the customer’s transport of choice: either voice over Internet protocol (VoIP) or time-division multiplexing (TDM).
Speech Server (2007) is Microsoft’s Voice Extensible Markup Language (VoiceXML) 2.0-certified speech and telephony platform and provides the tools, run-time environment, and state-of-the-art speech and telephony services needed for speech-enabled telephony applications on a single, integrated platform. Speech Server (2007) helps reduce the complexity and cost of building, deploying and maintaining speech-enabled applications for customer self-service applications, as well as outbound notification services.
The combined offering of Microsoft Office Communications Server 2007, Speech Server and Aspect Unified IP 6.5, scheduled for release in July 2007, will help allow companies in the small and midsize contact center market to easily automate customer self-service calls, reduce time call-center agents spend on calls, improve customer interactions and add speech capabilities to line-of-business applications.
Contact www.aspect.com.
Protexis RED Launches on TigerDirect.com
TigerDirect, Inc., one of the industry’s top computer and computer product retailers, has integrated the Protexis RED (Retail Electronic Distribution) solution with its online retail site, enabling the open and efficient distribution of digital content. Consumers can now purchase and immediately download software from TigerDirect.com.
Protexis RED, a breakthrough in electronic software distribution (ESD), directly connects software publishers with online retailers to efficiently extend the availability of downloadable digital software. According to IDC, the ESD market currently stands at $3 billion, and is expected to triple by the end of the decade.
“RED is ground-breaking. It has allowed us to enter the business of digital content distribution,” said Russell Strunk, executive VP of marketing for TigerDirect. “Our customers will be delighted to discover a growing inventory of popular software titles available for download and a seamless shopping experience.”
Most retailers aren’t yet participating in ESD, and those that are must either negotiate multiple licensing and electronic distribution agreements with publishers individually, or engage an outsourced e-commerce provider to “plug in” a separate software download store. These types of agreements aren’t scalable, and result in the loss of customer ownership. This hinders sales by reducing opportunities for building the customer relationship and up-selling, in addition to the interrupted shopping experience, which can lead to abandoned carts.
At the same time, content publishers are limited by a lack of efficient distribution options to reach the aggregate market of consumers shopping at online retailers. To not reach these customers is a huge lost opportunity for publishers, especially since, according to a 2006 issue of Internet Retailer magazine, the top 25 online retail sites averaged 153 million unique visitors per month in 2005.
By directly linking publishers with retailers and providing seamless integration, RED solves these issues. The open, neutral and efficient RED distribution system allows online retailers to instantly access a growing digital inventory of software titles and their accompanying merchandising data. Retailers maintain their customer relationships and deliver content through an integrated shopping experience, while enabling publishers to dramatically increase their reach and revenue.
“Although ESD has existed for over a decade, software publishers and online retailers have not had an open and efficient means to participate, until we launched RED,” said Karl Hirsch, CEO of Protexis. “We’re generating a lot of interest from publishers and retailers alike, and believe that TigerDirect’s implementation demonstrates the beginning of a shift in the market toward our open approach to ESD.”
“We’re thrilled to be a part of this new shift in ESD that opens up the online retail market for software publishers,” said George Kafkarkou, senior vice president, worldwide consumer and SMB sales, for CA. “In addition to increased revenue opportunities, we now have full visibility into our online retail sales activity.”
Contact www.tigerdirect.com
Contact www.protexis.com.
Netuitive Delivers Industry’s First Self-Learning Management Software for VMware
Netuitive, Inc. launched its strategic push into the virtualization arena with the release of Netuitive SI for VMware, a self-learning, self-configuring management solution for virtualized environments. This breakthrough technology is the only solution that automatically tracks and understands the complex interdependent performance relationships in a dynamic virtual environment.
“Virtualization is controlled chaos,” stated George Hamilton, director of enterprise infrastructure research for Yankee Group. “The elements in a virtual environment are highly interdependent. Trying to understand the meaning and impact of their relationships to one another is humanly impossible. IT managers need real-time analytical insight like that provided by Netuitive to enable them to take a proactive approach to monitoring their environment.”
An industry survey found that IT administrators are already spread thin monitoring their physical environments, an alarming forty-one percent of respondents in large organizations said they receive 100 to as many as 5,000 alerts per day, of which at least half — more in most cases — are false-positives. The survey also revealed that many are turning off their alerting systems altogether because it’s too time-consuming to follow-up with each alert that turns out to be false. This survey clearly illustrates that monitoring of existing physical systems is already fraught with problems; and as companies begin to add virtualization to their environments, the complexity of managing these systems will increase exponentially. Netuitive SI for VMware, the company’s first virtualization solution, assures performance of virtual infrastructures from the onset by automating the most difficult, time-consuming and costly processes in optimizing and managing virtualized environments.
“There’s no denying the benefits of virtualization, but rushing to implement without thinking about performance management is an oversight that could have severe implications on the bottom-line,” said Nicola Sanna, president and CEO of Netuitive. “Effectively managing performance on physical systems is difficult enough, which is only exacerbated when they’re virtualized. To save time, money and headaches, organizations should be thinking about automated performance management, and Netuitive, before implementing a virtualization strategy.”
Netuitive SI for VMware self-learns and cross-correlates the performance behavior characteristics of the virtual infrastructure — each virtual machine, the host server and the resource pool — resulting in optimal allocation of the resource pool, automatic baselining and threshold administration, performance degradation forecasts up to 2 hours in advance, immediate pinpointing of problems and proactive managing of system health. Netuitive quickly isolates root-causes, accurately identifies badly behaving virtual machines and spells out necessary corrective actions in plain English — all to greatly reduce mean time to repair (MTTR).
The Netuitive SI for VMware solution is $5,000 per Host Server and $200 per virtual machine and will be available on April 2.
Contact www.netuitive.com.
Hot Banana Adds Web Site Optimization, Marketing Automation to Its Web CMS
Hot Banana Software, Inc. has launched Version 5.5, which takes Web CMS to the next level by integrating Web site optimization and marketing automation features. The company also made significant changes to its SaaS and licensed pricing, squarely focusing on small-to-midsized marketers.
According to company officials, the company’s innovative new release, Hot Banana Version 5.5, is first to focus on three areas: (1) Web content management, empowering marketers to build Web sites and take control of their content; (2) Web site optimization, giving marketers the tools they need to fine-tune the marketing performance of their sites; and (3) marketing automation tools for capturing Web site visitors, turning them into qualified leads and transferring the leads to CRM systems.
The Web CMS integrates best-of-breed, third-party Web analytics, email marketing and CRM solutions. It also consolidates all the capabilities from Hot Banana’s formerly optional Active Marketing Suite into one core product.
At the same time that the company has increased product functionality, it has also made its pricing structure more affordable. The company created a three-tier model based on usage: one to five users, six to 25 users and unlimited users. Hot Banana SaaS, the company’s hosted offering, starts at only $329 per month, while Hot Banana Licensed Software starts at $4,999.
The most expensive package is a licensed-software offering that handles an unlimited number of users and URLs for only $27,999.
Contact www.hotbanana.com
|