SAN JOSE, Calif., July 6 /PRNewswire-FirstCall/ -- SonicWALL, Inc.
(Nasdaq: SNWL), a leading provider of IT security and data backup
and recovery solutions, today announced that on July 5, 2010 the unsolicited third-party, which
was described in SonicWALL's definitive Proxy Statement dated
June 22, 2010 as "Strategic Party D",
a privately held competitor, which had submitted a non-binding
proposal to acquire all of the outstanding shares of SonicWALL for
$12.00 per share in cash subject to
completion of due diligence and finalization of definitive
documentation, informed representatives of SonicWALL that Strategic
Party D and its financial sponsors no longer intend to pursue an
acquisition of SonicWALL.
SonicWALL noted that after entering into a confidentiality
agreement, including a standstill provision, with Strategic
Party D and its two financial sponsors, it had engaged in a due
diligence process with such parties that began on June 22, 2010 and lasted approximately two weeks.
The SonicWALL Board of Directors has not changed its
recommendation that SonicWALL shareholders approve the definitive
merger agreement with affiliates of an investor group led by
Thoma Bravo, LLC, which includes the
Ontario Teachers' Pension Plan (Teachers') through its private
investor department, Teachers' Private Capital (the "Merger"),
under which SonicWALL shareholders would receive $11.50 per share in cash for each share of
SonicWALL common stock they hold. In particular, the
SonicWALL Board continues to recommend that SonicWALL shareholders
vote "FOR" the proposal to approve the principal terms of such
merger agreement, the Merger, and the related merger filing at the
July 23, 2010 Special Meeting of the
SonicWALL Shareholders. SonicWALL shareholders of record as
of June 21, 2010 are entitled to vote
at the Special Meeting. The Merger represents a premium of
approximately 28% over the Company's closing price on June 2, 2010, the last trading day prior to
announcement of the Merger, and a premium of approximately 63% over
the Company's enterprise value as of that date.
The Merger contemplated by the merger agreement is scheduled to
close in the Company's fiscal quarter ending September 30,
2010, subject to approval of SonicWALL's shareholders and customary
closing conditions. The transaction is not subject to a
financing condition.
Centerview Partners LLC is serving as exclusive financial
advisor to SonicWALL and provided a fairness opinion to the
Company's Board of Directors. Fenwick & West LLP is
providing legal counsel to SonicWALL.
About SonicWALL, Inc.
Guided by its vision of Dynamic Security for the Global Network,
SonicWALL develops advanced intelligent network security and data
protection solutions that adapt as organizations evolve and as
threats evolve. Trusted by small and large enterprises worldwide,
SonicWALL solutions are designed to detect and control applications
and protect networks from intrusions and malware attacks through
award-winning hardware, software and virtual appliance-based
solutions. For more information, visit
http://www.sonicwall.com/.
If shareholders have any questions or
need additional copies of SonicWALL's materials, please call
MacKenzie Partners today at the phone numbers listed
below.
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MacKenzie Partners,
Inc.
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105 Madison Avenue
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New York, NY 10016
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SonicWALL@mackenziepartners.com
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TOLL-FREE (800)
322-2885
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CALL COLLECT (212) 929
5500
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Information regarding the solicitation of proxies
In connection with the proposed transaction, SonicWALL has filed
a proxy statement and relevant documents concerning the proposed
transaction with the SEC relating to the solicitation of proxies to
vote at a special meeting of shareholders to be called to approve
the proposed transaction and the definitive proxy statement has
been mailed to the shareholders of SonicWALL. Shareholders of
SonicWALL are urged to read the proxy statement and related
materials carefully because they contain important information
about SonicWALL and the proposed transaction. Shareholders
may obtain a free copy of the proxy statement and other relevant
documents filed by SonicWALL with the SEC at the SEC's website at
www.sec.gov. In addition, shareholders may obtain free copies
of the documents filed with the SEC by SonicWALL by contacting
SonicWALL Investor Relations by email at
investor_relations@sonicwall.com or by phone at +1 (408)
745-9600.
SonicWALL and its directors and certain executive officers may
be deemed to be participants in the solicitation of proxies from
SonicWALL shareholders in respect of the proposed transaction.
Information about the directors and executive officers of SonicWALL
and their respective interests in SonicWALL by security holdings or
otherwise is set forth in its proxy statements and Annual Reports
on Form 10-K previously filed with the SEC. Investors may
obtain additional information regarding the interest of the
participants by reading the proxy statement regarding the
acquisition. Each of these documents is available for free at
the SEC's website at www.sec.gov and the SonicWALL Investor
Relations website at www.sonicwall.com/us/company/2166.html.
Cautionary statement regarding forward-looking
statements
This press release contains forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These
forward-looking statements include statements regarding the
anticipated completion of the transaction. These statements
are based on the current expectations of management of SonicWALL,
Inc., involve certain risks, uncertainties, and assumptions that
are difficult to predict, and are based upon assumptions as to
future events that may not prove accurate. Therefore, actual
outcomes and results may differ materially from what is expressed
herein. There are a number of risks and uncertainties that
could cause actual results to differ materially from the
forward-looking statements included in this document. For
example, among other things, conditions to the closing of the
transaction may not be satisfied and the transaction may involve
unexpected costs, liabilities, or delays, and of which could cause
the transaction to not be consummated. Additional factors
that may affect the future results of SonicWALL are set forth in
its filings with the Securities and Exchange Commission, which are
available at www.sec.gov. All forward looking statements in
this release are qualified by these cautionary statements and are
made only as of the date of this release. SonicWALL is under
no obligation (and expressly disclaims any such obligation) to
update or alter its forward-looking statements, whether as a result
of new information, future events, or otherwise.
Contacts:
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Investors
Kelly
Blough
Director Investor
Relations
(408)
962-6329
Kblough@sonicwall.com
Laurie Connell / Amy
Bilbija
MacKenzie Partners,
Inc.
(212)
929-5500
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Media
Jock
Breitwieser
Director Public
Relations
(408)
962-6165
jbreitwieser@SonicWALL.com
Matthew Sherman / Tim
Lynch / Jaime Wert
Joele Frank, Wilkinson
Brimmer Katcher
(212)
355-4449
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SOURCE SonicWALL, Inc.