Silver Lake Partners and Texas Pacific Group to Acquire Sniffer Technologies from Network Associates.

Business Editors

MENLO PARK, Calif. & FORT WORTH, Texas--(BUSINESS WIRE)--April 22, 2004

Unit to Become Network General Corporation, Dedicated to Best-of-Breed Network and Application Performance Management Solutions

Silver Lake Partners and Texas Pacific Group, two of the world's leading private equity firms, today that announced they have reached a definitive agreement with Network Associates, Inc. (NYSE: NET) to acquire Sniffer Technologies, Network Associates' network and application performance management business, for $275 million in cash, subject to working capital adjustments.

When the transaction is completed, subject to customary regulatory approvals and other closing conditions, the unit will become a standalone company called Network General Corporation which will continue to develop, support sell and market Sniffer Technologies products. The new Network General Corporation will focus exclusively on network and application performance management solutions, and the investor group intends to provide strong continuity by maintaining Network General's headquarters in the Silicon Valley and building upon the current employee base and management team.

Silver Lake Partners and Texas Pacific Group, who will be equal partners in the transaction, have worked together successfully in the past and have substantial experience in large scale private equity investing in the technology arena.

"We intend to increase investment in the strong Sniffer Technologies base. We are committed to a smooth transition and continuing to provide customers and partners with the best platform and products in network and application performance management," said Ken Hao, a managing director at Silver Lake Partners.

"The new Network General will be anchored by some exceptional technologies, which we are committed to developing further and expanding. The global marketplace for network management and performance solutions is highly attractive, and we believe Network General will be well positioned to grow as a leader in the space," said Gene Frantz, a partner at Texas Pacific Group.

"We are confident this transaction will benefit Sniffer Technologies' customers, employees and business partners alike by creating an organization focused wholly on best-of-breed network and application performance management solutions, and we are committed to ensuring a seamless transition," said Ray Smets, president of the Sniffer Technologies division.

The original Network General was founded in 1986 and was the early pioneer of the network analysis industry. Network General was acquired by McAfee Associates in 1997 to create Network Associates, the market leader in system and network protection solutions. Over the last few years, Network Associates has expanded its security portfolio to include network and system based intrusion prevention.

In the last two years, Sniffer Technologies has introduced more new products than at any time in its history. In 2003, Sniffer Technologies introduced the popular s6040 appliance for the network core, the Sniffer Portable Lab 10 Gigabit Ethernet appliance, the new InfiniStream network management solution, and the Netasyst network analyzer for small and mid-sized business. Earlier this month, the Netasyst product line was expanded to include a new remote management solution. Later in May, the product line will be expanded with new solutions targeted towards the applications management market.

About Silver Lake Partners

Silver Lake is the leading private equity partnership focused exclusively on large-scale investing in technology. Silver Lake seeks to achieve superior returns by investing with the strategic insight of an experienced industry participant, the operating skill of a world-class manager, and the financial expertise of a disciplined private equity investor. Specifically, Silver Lake's mission is to function as a value-added partner to the management teams of the world's leading technology franchises. Its portfolio companies include technology industry leaders such as Ameritrade, Business Objects, Flextronics, Gartner Group, MCI and Seagate Technology. For more information, please visit http://www.slpartners.com.

About Texas Pacific Group

Texas Pacific Group, founded in 1993 and based in San Francisco, Calif., London and Fort Worth, Texas, is a private investment partnership managing over $13 billion in assets. TPG has extensive experience with public and private investments executed through leveraged buyouts, recapitalizations, spinouts, joint ventures, restructurings, etc. TPG seeks to invest in world-class franchises across a range of industries, including significant investments in technology, retail, consumer products, airlines and healthcare. TPG is a leading global private equity investor in the technology sector with investments in Business Objects (BOBJ), Conexant (CNXT), MEMC Electronic Materials (WFR), On Semiconductor (ONNN), Paradyne Networks (PDYN), Seagate Technology (STX) and Smart Modular. Significant investments outside of technology include Continental Airlines (CAL), Del Monte Foods (DLM), Petco (PETC), Punch Taverns (PUB), Ducati Motorcycles (DMH), J. Crew Group, Burger King and Gate Gourmet.

NOTE: Network Associates, McAfee, and Sniffer are registered trademarks or trademarks of Network Associates, Inc. and/or its affiliates in the US and/or other countries. Sniffer(R) brand products are made only by Network Associates, Inc. All other registered and unregistered trademarks in this document are the sole property of their respective owners.