SafeNet Commences Tender Offer for Acquisition of Datakey, Inc.BALTIMORE -- SafeNet, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :SFNT), setting the standard for information security, announced that Snowflake Acquisition Corp., its wholly-owned subsidiary, has commenced a cash tender offer for all of the outstanding shares of common stock of Datakey, Inc. (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). BB: DKEY.OB) for $0.65 net per share and all of the outstanding shares of convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". of Datakey for $2.50 net per share. SafeNet and Datakey announced on September 9, 2004 that they had signed a definitive agreement for SafeNet to acquire Datakey in an all cash tender offer. The board of directors of Datakey has unanimously approved the acquisition and voted to recommend that Datakey's shareholders tender their Datakey shares in the offer. In addition, the officers and directors of Datakey and two of Datakey's principal shareholders have agreed to tender shares representing in the aggregate approximately 23% of the outstanding shares of common stock and all of the shares of convertible preferred stock in support of the transaction (provided that, if SafeNet enforces this agreement, it will not compel the tender of more than 19.9% of the outstanding shares of capital stock of Datakey). Following completion of the tender offer, SafeNet intends to merge its acquisition subsidiary with and into Datakey to acquire all Datakey shares not tendered in the offer. Pursuant to this merger, any remaining Datakey shareholders will receive $0.65 per share for each share not tendered in the offer. The tender offer is subject to regulatory approvals and certain closing conditions, including the tender of 90% of the shares of common stock and 100% of the shares of convertible preferred stock of Datakey. Unless the offer is extended, the offer and withdrawal rights will expire at 12:00 midnight, New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on October 19, 2004. Questions and requests for assistance may be directed to Innisfree M & A Incorporated, the Information Agent for the tender offer, at 212-750-5833. 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. ARM, Bank of America
Bank of America (NYSE: BAC TYO: 8648 ) is the largest commercial bank in the United States in terms of deposits, and the largest company of its kind in the world. , NetGear, the Departments of Defense and Homeland Security Noun 1. Homeland Security - the federal department that administers all matters relating to homeland security Department of Homeland Security executive department - a federal department in the executive branch of the government of the United States , Adobe, Samsung, Texas Instruments, 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 Datakey Datakey focuses on delivering comprehensive token-based solutions that simplify enterprise-wide access and identity management. Their solutions make it easier to administer digital identities and to manage access to information technology resources. The core components of Datakey's solution set - its Axis system, a PKI (Public Key Infrastructure) A framework for creating a secure method for exchanging information based on public key cryptography. The foundation of a PKI is the certificate authority (CA), which issues digital certificates that authenticate the identity of enablement product, and its credential management system - equip enterprises to more securely identify users and permit access in both the network and physical worlds. Datakey's customers include the Bank of England Bank of England, central bank and note-issuing institution of Great Britain. Popularly known as the Old Lady of Threadneedle Street, its main office stands on the street of that name in London. , Canadian Department of National Defence, Clearstream Banking Luxembourg, Rabobank Netherlands, Federal Deposit Insurance Corp. (FDIC FDIC See: Federal Deposit Insurance Corporation FDIC See Federal Deposit Insurance Corporation (FDIC). ), U.S. Department of State, U.S. Bureau of Labor Statistics Bureau of Labor Statistics (BLS) A research agency of the U.S. Department of Labor; it compiles statistics on hours of work, average hourly earnings, employment and unemployment, consumer prices and many other variables. , and Wells Fargo. Additional Information This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of any class of stock of Datakey, Inc. On September 21, 2004, SafeNet and its acquisition subsidiary, Snowflake Acquisition Corp., commenced a cash tender offer for all of the outstanding shares of common stock of Datakey (including associated preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. purchase rights) for $0.65 net per share and all of the outstanding shares of convertible preferred stock of Datakey for $2.50 net per share. This tender offer is scheduled to expire at 12:00 midnight, New York city time, on October 19, 2004, unless it is extended as provided in the related offer to purchase. SafeNet, Inc. and Snowflake Acquisition Corp. will file with the U.S. Securities and Exchange Commission, or "SEC," a tender offer statement on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and other related documents. Shareholders and other interested parties should read the offer to purchase and the tender offer statement on Schedule TO and related exhibits because they contain important information that should be read carefully before any decision is made with respect to the offer. By the close of the business day on September 21, 2004, shareholders and other interested parties can obtain these documents free of charge from the SEC's website at www.sec.gov or from SafeNet, by directing a request to SafeNet, Inc., 4690 Millennium Drive, Belcamp, Maryland 21017, Attention: Investor Relations Investor relations The process by which the corporation communicates with its investors. . "Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 The statements contained in this release, which are not historical facts, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. These risks and uncertainties include, among others: the willingness of Datakey shareholders to tender their shares in the tender offer and the number and timing of shares tendered; the receipt of regulatory approvals and third party consents to the extent required for the acquisition; and satisfaction of the various closing conditions. Other important factors that could cause actual results to differ materially are included but are not limited to those listed in SafeNet's and Datakey's periodic reports and registration statements filed with the Securities and Exchange Commission. Neither SafeNet nor Datakey assume any obligation to update information concerning its expectations. Editor's Note: SafeNet is a registered trademark of SafeNet, Inc. All other trademarks are the property of their respective owners. |
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