CyberGuard to Acquire SnapGear, Extending Product Line to Edge of Enterprise and Adding Embedded Linux Security Technology.To download high-resolution, print-ready JPEG JPEG in full Joint Photographic Experts Group Standard computer file format for storing graphic images in a compressed form for general use. JPEG images are compressed using a mathematical algorithm. images, click on the thumbnail image above. WARNING: these images are very large (800K+) Click here for caption Photo Editors/Business Editors/High-Tech Writers NOTE TO MEDIA: Multimedia assets available A photo is available at URL URL in full Uniform Resource Locator Address of a resource on the Internet. The resource can be any type of file stored on a server, such as a Web page, a text file, a graphics file, or an application program. : http://www.businesswire.com/cgi-bin/photo.cgi?pw.111303/bb3 FORT LAUDERDALE Fort Lauderdale (lô`dərdāl), residential, commercial, and resort city (1990 pop. 149,377), seat of Broward co., SE Fla., on the Atlantic coast; settled around a fort built (c.1837) in the Seminole War, inc. 1911. , Fla.--(BUSINESS WIRE)--Nov. 13, 2003 Company Expects $16-Million Transaction To Be Accretive to Earnings Per Share CyberGuard Corporation (Nasdaq:CGFW), the technology leader in network security, today announced that the company has signed an agreement to acquire SnapGear for approximately $16 million. SnapGear, a privately held company privately held company A firm whose shares are held within a relatively small circle of owners and are not traded publicly. founded in Australia, is a leading developer of embedded Linux The Linux operating system configured and enhanced to work in a wide variety of applications, including handheld devices, network appliances, industrial machines and consumer electronics devices. The modularity of the Linux kernel makes it well suited to embedded systems. security and offers a popular line of edge firewall/VPN security appliances Security appliances protect computer networks from unwanted data traffic, intruders, email spam, enforce policies, and may also be used to create and manage VPNs. There are a number of types of security appliances. for the small to medium enterprise markets. "SnapGear is an ideal acquisition for CyberGuard," said Pat Clawson, president of CyberGuard. "First, it rounds out our product offering and allows us to meet the demand of enterprise customers who want efficient, dependable security at the edge of their networks. Second, it brings new technology products and expertise into our portfolio since SnapGear incorporates embedded Linux security into their appliances. Third, because SnapGear targets a different market than CyberGuard, their worldwide distribution channel will complement, not replicate, ours. We believe this can generate revenue growth for both entities." The transaction is expected to close by the end of the current quarter. When complete, management anticipates that the transaction will be accretive to earnings per share. The transaction will be structured as a merger. The purchase price was calculated at approximately two times revenue for the trailing 12 months. Of that amount, $1.6 million will be in cash and the remainder in stock. There is additional earnout potential of $3.2 million in stock. Twenty-five percent of that is realizable if SnapGear revenues reach a minimum threshold of $12.5 million in the first 12 months after closing; the remaining 75 percent of the potential earnout would be pro-rated for achieving revenues between $12.5 and $15.0 million during that period. "The acquisition of SnapGear allows us to offer the same full range of products as some of the largest broad-spectrum security appliance providers," said Clawson. "We will be able to compete more effectively in large enterprise deals where customers are looking for Looking for In the context of general equities, this describing a buy interest in which a dealer is asked to offer stock, often involving a capital commitment. Antithesis of in touch with. a complete solution that includes high-end application-level security for the core of the enterprise and scalable security devices to protect the edge of the enterprise. This is especially attractive in emerging markets where our company is rapidly expanding. What makes all of this even more attractive is that our next generation central management product, Global Command Center(TM), will make managing large numbers of security devices throughout a complex enterprise environment simpler than ever before." According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. market projections by industry analyst In-Stat/MDR in April 2003, the overall firewall/VPN market is projected to exceed $4.0 billion by 2007 with total forecasted market growth representing 20 percent compound annual growth rate (CAGR CAGR See: Compound Annual Growth Rate ) from 2001. However, the small to medium enterprise market segment is projected to grow much faster, with an estimated CAGR of greater than 30 percent, reaching $1.9 billion in size by 2007. Conference Call Information CyberGuard will discuss the acquisition during a conference call at 4:00 p.m. Eastern Time, on Thursday, November 13, 2003. To participate, please dial 1-706-645-9750 and ask for conference ID number 4002719. A recording of the conference call proceedings will be available two hours after the call's conclusion on November 13 until midnight Eastern Time on November 20. Both U.S. and International callers may listen to the recording by dialing 1-706-645-9291 and requesting conference ID number 4002719. About CyberGuard Corporation CyberGuard Corporation, the technology leader in network security, provides enterprise and electronic commerce security solutions to Global 2000 companies and governments worldwide. CyberGuard's award winning, industrial-strength firewall/VPN products and services protect the integrity of data and applications from unauthorized access. CyberGuard's appliances, which include SL, KS, FS and LX models, hold Common Criteria (Common Criteria for Information Technology Security) An international standard process for defining security objectives and for evaluating compliance with those objectives. The Common Criteria have largely replaced the Trusted Computer Security Evaluation Criteria (TCSEC), the Canadian Evaluation Assurance Level The Evaluation Assurance Level (EAL1 through EAL7) of an IT product or system is a numerical grade assigned following the completion of a Common Criteria security evaluation, an international standard in effect since 1999. 4+ (EAL EAL English as an Additional Language EAL Evaluation Assurance Level EAL Eastern Airlines EAL Emergency Action Level EAL Environmental Analysis Laboratory EAL Evidence Analysis Library (American Dietetic Association) 4+) certification, the most prestigious and rigorous IT security evaluation available. The company has world headquarters in Ft. Lauderdale, Florida, and branch offices worldwide. More information on CyberGuard Corporation can be found at http://www.cyberguard.com. About SnapGear SnapGear, a leader in embedded Linux security, provides design, engineering and fulfillment services for network appliances that ensure secure Internet communications for business. SnapGear partners with OEM (Original Equipment Manufacturer) The rebranding of equipment and selling it. The term initially referred to the company that made the products (the "original" manufacturer), but eventually became widely used to refer to the organization that buys the products and customers including Vivendi to deliver custom security solutions worldwide. It also distributes VPN/firewall security products through systems integrators in more than 40 countries. SnapGear's engineering team has been instrumental in the development of uClinux, which has been ported to more than 100 platforms, as well as the pioneering implementation of Microsoft's PPTP (Point-to-Point Tunneling Protocol) A protocol from Microsoft that is used to create a virtual private network (VPN) over the Internet. Remote users can access their corporate networks via any ISP that supports PPTP on its servers. VPN (Virtual Private Network) A private network that is configured within a public network (a carrier's network or the Internet) in order to take advantage of the economies of scale and management facilities of large networks. standard on Linux. SnapGear's Embedded Linux distribution includes uClinux, which runs in more than 20 million devices globally. For more information, please visit http://www.snapgear.com. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Statements regarding estimates, expectations and future prospects contained in this press release are forward-looking statements. These statements are based upon assumptions and analyses made by the Company in light of current conditions, future developments, and other factors the Company believes are appropriate in the circumstances, or information obtained from third parties, and are subject to a number of assumptions, risks and uncertainties. Readers are cautioned that forward-looking statements are not guarantees and that actual results might differ materially from those suggested in the forward-looking statements. Some of the factors that might cause future actual events to differ from those predicted or assumed include: future advances in technologies and computer security; the Company's history of losses; the Company's ability to execute on its business plans; the Company's dependence on outside parties such as its key customers and alliance partners; competition from major computer hardware, software, and networking companies; uncertainties in availability of expansion capital in the future and other risks associated with capital markets; overall network security spending; global economic conditions; and the outcome of a class action lawsuit class action lawsuit A lawsuit in which one party or a limited number of parties sue on behalf of a larger group to which the parties belong. For example, investors may bring a class action lawsuit against a brokerage firm that has actively promoted a tax against the Company. For a more complete discussion regarding forward-looking statements, the reader is referred to the Company's periodic reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, including the Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the fiscal year ended June 30, 2003, and other information filed with the Commission. Note: A photo is available at URL: http://www.businesswire.com/cgi-bin/photo.cgi?pw.111303/bb3 |
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