Company Pledges Support to SurfControl Customers and Channel Partners
October 3, 2007
-- Websense, Inc. (NASDAQ:WBSN) today closed its acquisition of SurfControl plc, as the scheme of arrangement relating to the recommended offer for SurfControl plc, at a price of 700 pence per share, has now become effective. The final purchase price is approximately £204 million, including deferred compensation and stock option expense. The acquisition represents a major milestone in the execution of Websense’s growth strategy to expand its security product portfolio and customer base through both internal development and acquisition.
As a result, Websense offers a powerful set of content security solutions that intelligently protect customers from external malicious attacks and internal information leaks, delivered as downloadable software, on an appliance, and now as an on-demand hosted service. With the acquisition of SurfControl, Websense has doubled its customer base to more than 50,000 organizations worldwide and now protects content for more than 42 million employees.
The company’s products now include a complete set of content protection solutions, including Web security, e-mail and spam filtering, and information leak prevention, tailored to meet the specific requirements of small, medium and enterprise-sized organizations. Over time, Websense plans to enhance SurfControl’s on-demand platform to deliver other hosted content protection services, such as information leak prevention services and advanced Web security offerings based on Websense® ThreatSeeker™ technology.
SurfControl’s on-demand platform also bolsters Websense’s ability to discover Internet-based threats. Websense is the technology leader in Web threat discovery. Websense ThreatSeeker technology scans more than 600 million Web sites per week identifying and categorizing Web-based security threats. SurfControl’s on-demand platform, which processes more than 350 million emails per week, gives Websense more visibility into email-based threats such as spam. The combination of Websense and SurfControl technologies offers unparalleled Internet threat intelligence spanning both the Web and email.
“Over the last year, Websense dramatically expanded its product portfolio to offer a full range of content protection software, Web security, messaging security, and information leak prevention,” said Brian Burke, Program Director, Security Products and Services, IDC. “Adding technologies and delivery platforms in high-growth content security markets provides its customers and channels with a broader range of security options. It also helps Websense further carve out its unique niche in the broader IT security market.”
“Content is the lifeblood of business, and its value makes it the next battleground in security,” said Gene Hodges, CEO, Websense. “Only Websense offers customers content protection solutions that combine deep knowledge of the Internet with precise understanding of their information to create powerful policies that govern who can use content, where it can go, and how it can get there. We will leverage these capabilities, as well as our increased scale and international reach, to drive continued innovation in content protection and meet the challenges of a changing threat environment.”
Websense also today announced a five-point pledge to SurfControl customers. Specifically, Websense pledged:
-- support for SurfControl’s flagship products – SurfControl® Web Filter and Mobile Filter – through 2011
-- enhanced database functionality for SurfControl Web Filter and Mobile Filter by supplementing the SurfControl database with Websense’s own comprehensive URL database of more than 30 million Web sites, including more than 200,000 high-risk sites by the first calendar quarter of 2008
-- price protection for the first renewal of current SurfControl Web Filter and Mobile Filter subscriptions
-- continued investment and development in SurfControl E-mail Filter and SurfControl on-demand products, MailControl and WebDefense
-- forums for on-going customer communication, focusing on the quality of support and product direction, including a new integration Web portal for SurfControl customers available on the Internet at www.websense.com/acquisition.
“We hope to prove to SurfControl customers and resellers that Websense is a trustworthy partner with the vision, products, support and services to play an expanded role in their security strategy,” added Hodges. “After five months of integration planning, we’re ready to demonstrate our support for SurfControl customers and resellers and take the next steps to deliver on our vision and strategy.”
The transaction is being financed through a combination of Websense’s existing cash resources and a $210 million term loan under a syndicated senior credit facility arranged for by Morgan Stanley Senior Funding, Inc. and Bank of America NA as syndication agent. The term loan is expected to close on October 11, 2007.
About Websense, Inc.
Websense, Inc. (NASDAQ: WBSN) protects more than 42 million employees from external and internal computer security threats. Using a combination of preemptive ThreatSeeker™ malicious content identification and categorization technology and information leak prevention technology, Websense helps make computing safe and productive. Distributed through its global network of channel partners, Websense software helps organizations block malicious code, prevent the loss of confidential information and manage Internet and wireless access. For more information, visit www.websense.com.
Websense is the registered trademark of Websense, Inc. in the United States and certain international markets. Websense has numerous other unregistered trademarks in the United States and internationally. All other trademarks are the property of their respective owners. Terms used but not defined in this announcement shall have the meanings given to them in the Scheme Document available at www.websense.com/investors. This press release contains forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause Websense’s results to differ materially from historical results or those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements containing the words “planned,” “expects,” “believes,” “strategy,” “opportunity,” “anticipates” and similar words. These statements may include, among others, plans, strategies and objectives of management for future operations; any statements regarding future product offerings; statements of belief, expectations regarding the integration process and any statements of assumptions underlying any of the foregoing. The potential risks and uncertainties which contribute to the uncertain nature of these statements include, among others, risks relating to execution of integration activities, the success of the customer retention programs for SurfControl customers, growth initiatives, customer acceptance of the company’s services, products and fee structures; the success of Websense’s brand development efforts; the volatile and competitive nature of the Internet and content security industries; changes in domestic and international market conditions and the entry into and development of international markets for the company’s products; risks relating to intellectual property ownership; and the other risks and uncertainties described in Websense’s public filings with the Securities and Exchange Commission, available at http://www.sec.gov. Websense assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made. Morgan Stanley & Co. Limited (“Morgan Stanley”) is acting for Websense and Websense SC Operations Limited in connection with the Proposal and no one else and will not be responsible to anyone other than Websense and Websense SC Operations Limited for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Proposal or any other matters referred to in this announcement.