Symantec Issues Redemption Call for Delrina Exchangeable Shares.
CUPERTINO, Calif.--(BUSINESS WIRE)--July 19, 2002
Symantec Corporation (NASDAQ:SYMC) and Delrina Corporation (TSE:DE) today announced that Symantec has delivered a notice of its intent to purchase all of the outstanding exchangeable shares of Delrina Corporation on Nov. 22, 2002, pursuant to the exercise of Symantec's redemption call right relating to the Delrina exchangeable shares.
Delrina became a wholly owned subsidiary of Symantec pursuant to a business combination transaction involving the two companies that occurred on November 22, 1995, and which resulted in the issuance of the exchangeable shares to the former holders of Delrina common shares. The Delrina exchangeable shares are currently exchangeable at the discretion of the holder for shares of Symantec common stock on a one-for-one basis. The business combination contemplated that the exchangeable shares would have a term of seven years, following which they would be either redeemed by Delrina or purchased by Symantec through the redemption call right. The delivery by Symantec of its notice of intent to exercise the redemption call right on the seventh anniversary of the closing date of the original business combination will accordingly fulfill the original expectations of the parties and the holders of the exchangeable shares with respect to the exchangeable shares.
Symantec and Delrina anticipate that Symantec will purchase each of the Delrina exchangeable shares that remain outstanding on Nov. 22, 2002 through the issuance of shares of Symantec common stock on a one-for-one basis. As of July 18, 2002 there were approximately 2,375,336 Delrina exchangeable shares outstanding. The transaction will not require the approval of shareholders of either corporation. Holders of Delrina exchangeable shares should consult their tax advisors with respect to the purchase of the exchangeable shares by Symantec pursuant its redemption call right, as this transaction may constitute a taxable disposition of the exchangeable shares for such holders and may result in a taxable capital gain.
Symantec, the world leader in Internet security technology, provides a broad range of content and network security software and appliance solutions to enterprises, individuals and service providers. The company is a leading provider of client, gateway and server security solutions for virus protection, firewall and virtual private network, vulnerability management, intrusion detection, Internet content and e-mail filtering and remote management technologies as well as security services to enterprises and service providers around the world. Symantec's Norton brand of consumer security products is a leader in worldwide retail sales and industry awards. Headquartered in Cupertino, Calif., Symantec has worldwide operations in 38 countries. For more information, please visit www.symantec.com.
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Forward Looking Statement: This press release contains forward-looking statements, including statements regarding anticipated activities and results that involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this press release. Such risk factors include, among others: the sustainability of recent growth rates, particularly in consumer products; the anticipation of the growth of certain market segments, particularly enterprise security; the positioning of Symantec's products in those segments; the competitive environment in the software industry; general market conditions, fluctuations in currency exchange rates, changes to operating systems and product strategy by vendors of operating systems; acquisition risks; and whether Symantec can successfully develop new products and the degree to which these gain market acceptance. Actual results may differ materially from those contained in the forward-looking statements in this press release. Additional information concerning these and other risk factors is contained in the Risk Factors sections of the Company's previously filed Form 10-K for the year ended March 31, 2002. Symantec assumes no obligation to update any forward-looking information contained in this press release except as otherwise required by law.