Secure Computing Closes Acquisition Of CipherTrust

Secure Computing Corporation (Nasdaq SCUR), a leading enterprise gateway security company, has closed its acquisition of CipherTrust, Inc., the global leader in the messaging security market. This merger establishes Secure Computing as a key figure in the enterprise gateway security

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Secure Computing Corporation (Nasdaq:SCUR), a leading enterprise gateway security company, has closed its acquisition of CipherTrust, Inc., the global leader in the messaging security market. This merger establishes Secure Computing as a key figure in the enterprise gateway security market. In addition to protecting corporate network infrastructures, the combined company’s solutions will address the fast-growing Web and messaging gateway security needs. These solutions protect against malicious inbound attacks such as spam, viruses or other malware, as well as policy and regulatory compliance violations related to sensitive data leaks, and compromises in identity and access control.

Secure Computing has significantly expanded its product portfolio with the addition of the industry’s preeminent messaging security solution, powered by the Company’s patented global reputation technology TrustedSource™, that has consistently been recognized for its technology leadership by authorities such as Gartner, IDC and numerous technology publications. The combined product portfolio now consists of unique, best-of-breed, integrated solutions that provide uncompromising functionality with low total cost of ownership by eliminating the need for customers to deploy, and manage disparate point products from multiple vendors.

This transaction also provides the opportunity to accelerate the combined company’s revenue growth by making the high-growth messaging product line available to Secure Computing’s worldwide channel network. Together, Secure Computing now has more than 18,000 customers and 1,800 resellers in 106 countries, thereby delivering even greater opportunities to cross-sell the full Secure Computing product line.

“Today marks an important milestone for Secure Computing, as it brings together two companies with highly synergistic product lines and compatible market strategies,” says John McNulty, chairman, president and CEO of Secure Computing. “With the combined resources and deep security expertise between the two organizations, Secure Computing is very well positioned to capitalize on the tremendous growth opportunities in today’s security marketplace.”

Under the terms of the agreement, net consideration for the transaction was $185 million in cash, 10 million shares of Secure Computing common stock, and a $10 million seller note that is subject to certain performance obligations. Concurrent with the closing of the merger, Secure Computing also closed a senior secured debt facility from a syndicate of banks led by Citigroup and UBS Investment Bank. The facility is comprised of a $90 million term loan and a $20 million revolving credit facility.

In conjunction with the closing of this transaction, Jay Chaudhry, former CEO, chairman and founder of CipherTrust, has joined Secure Computing’s Board of Directors as vice chairman and is serving as the company’s chief strategy officer. Dr. Paul Judge, former chief technology officer of CipherTrust, and Atri Chatterjee, former senior vice president, marketing of CipherTrust, have also joined the company’s senior leadership team in their respective roles.

Additional CipherTrust executives joining Secure Computing’s management team include: Guru Rajan, vice president, CipherTrust products; Mike Van Bruinisee, vice president, sales; and Brad McArthur, vice president, TrustedSource.

“We are excited tobring together two very complementary companies, technologies and product lines,” says Jay Chaudhry, vice chairman and chief strategy officer of Secure Computing. “The new Secure Computing has the focus and innovation of a start-up and the range, reach and financial strength to realize its full potential.”

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