Safenet (NASDAQ:SFNT)
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Vector Capital today announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") has
expired for Vector’s approximately $634
million acquisition of SafeNet, Inc. (NASDAQ: SFNT). The expiration of
the waiting period under the HSR Act satisfies the condition to the
tender offer related to HSR Act approval.
In addition, Vector reminds all shareholders of SafeNet that its $28.75
per share offer to acquire all of the outstanding shares of SafeNet
common stock is set to expire at midnight EDT (9 p.m. PDT) on Friday,
April 6, 2007, unless extended. Vector urges all SafeNet shareholders to
be sure to tender early, as many institutions may be closed on April 6,
in observance of the religious holiday.
SafeNet’s Board of Directors unanimously
recommends and encourages stockholders to tender their shares
immediately. The cash tender offer for $28.75 per share represents a
premium of 57% over its closing stock price on October 2, 2006, the last
date before the Company commenced intensive efforts to explore its
strategic alternatives.
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.
Shareholders who require assistance tendering their shares should
immediately contact the following:
Innisfree M&A Incorporated: (888) 750-5834 or
MacKenzie Partners: (800) 322-2885
About SafeNet, Inc.
SafeNet is a global leader in information security. Founded more than 20
years ago, the company provides complete security utilizing its
encryption technologies to protect communications, intellectual property
and digital identities, and offers a full spectrum of products including
hardware, software, and chips. UBS, Nokia, Fujitsu, Hitachi, Bank of
America, Adobe, Cisco Systems, Microsoft, Samsung, Texas Instruments,
the U.S. Departments of Defense and Homeland Security, the U.S. Internal
Revenue Service and scores of other customers entrust their security
needs to SafeNet. For more information, visit www.safenet-inc.com.
About Vector Capital
Vector Capital is a leading private equity firm specializing in buyouts,
spinouts and recapitalizations of established technology businesses.
Vector identifies and pursues these complex investments in both the
private and public markets. Vector actively partners with management
teams to devise and execute new financial and business strategies that
materially improve the competitive standing of these businesses and
enhance their value for employees, customers and shareholders. Among
Vector’s notable investments are Savi
Technology, LANDesk Software, Corel Corporation (Nasdaq: CREL),
Register.com, and Watchguard Technologies. For more information, visit www.vectorcapital.com.
Forward Looking Statements. Statements made in this
release, our website and in our other public filings and releases, which
are not historical facts contain “forward-looking”
statements (as defined in the Private Securities Litigation Reform Act
of 1995) that involve risks and uncertainties and are subject to change
at any time. These forward-looking statements may include, but are not
limited to, statements containing words such as “anticipate,”
“contemplate,” “believe,”
“plan,” “estimate,”
“expect,” “intend,”
“may,” “target,”
“look forward to”
and similar expressions. Factors that could cause actual results to
differ materially include, but are not limited to, the following: costs,
litigation, an economic downturn or changes in the laws affecting our
business in those markets in which we operate, other economic, business,
competitive, and/or regulatory factors affecting our business including
those set forth in our public filings, costs related to the proposed
merger and tender offer, the risk of failing to obtain any required
stockholder approvals or meet minimum tendering conditions or other
conditions, the risk that the transaction will not close or that such
closing will be delayed, and the risk that our business will suffer due
to uncertainty. There can be no assurance that the tender offer and
second-step merger or any other transaction will be consummated, or if
consummated, that it will increase shareholder value. The
forward-looking statements involve known and unknown risks,
uncertainties and other factors that are, in some cases, beyond our
control. We caution investors that any forward-looking statements made
by us are not guarantees of future performance or events. We disclaim
any obligation to update any such factors or to announce publicly the
results of any revisions to any of the forward-looking statements to
reflect future events or developments, except to the extent required by
law.
Additional Information and Where to Find It. In connection
with the tender offer, SafeNet has filed a solicitation/recommendation
statement on Schedule 14D-9, and amendments thereto, with the Securities
and Exchange Commission (the “SEC”).
In connection with the proposed merger, SafeNet expects to file a proxy
statement with the SEC, if required by law. Investors and security
holders are strongly advised to read these documents (when they become
available in the case of those not yet available) because they contain
(or will contain) important information about the tender offer and the
proposed merger. Free copies of materials filed by SafeNet will
be available at the SEC’s web site at www.sec.gov,
or at the SafeNet web site at www.safenet-inc.com
or www.safenetinvestor.com
and will also be available, without charge, by directing requests to
SafeNet, Investor Relations: Gregg Lampf, 4690 Millennium Drive Belcamp,
Maryland 21017, 443-327-1532. SafeNet and its directors, executive
officers and other members of its management and employees may be deemed
participants in the solicitation of tenders or proxies from its
shareholders. Information concerning the interests of SafeNet’s
participants in the solicitation is set forth in SafeNet’s
proxy statements and other public filings with the SEC, and will be set
forth in proxy statements relating to any merger, if one is required to
be filed, and in the solicitation/recommendation statements on Schedule
14D-9 when they become available.
This document is for informational purposes only and is not an offer to
buy or the solicitation of an offer to sell any securities. The
solicitation and the offer to buy shares of SafeNet’s
common stock will only be made pursuant to an offer to purchase and
related materials that Stealth Acquisition Corp. has filed with the
Securities and Exchange Commission. SafeNet stockholders should read
these materials carefully prior to making any decisions with respect to
the offer because they contain important information, including the
terms and conditions of the offer. SafeNet stockholders may obtain the
offer to purchase and related materials with respect to the offer free
of charge at the SEC’s website at www.sec.gov,
from the information agent named in the tender offer materials or from
Stealth Acquisition Corp.