SAN JOSE, Calif., July 7 /PRNewswire-FirstCall/ -- SonicWALL, Inc.
(Nasdaq: SNWL) today announced that RiskMetrics Group's ISS Proxy
Advisory Services ("ISS") recommends that SonicWALL's shareholders
vote "FOR" the proposed merger between SonicWALL and affiliates of
an investor group led by Thoma Bravo, LLC, which includes the
Ontario Teachers' Pension Plan through its private investor
department, Teachers' Private Capital at the Company's upcoming
July 23, 2010 Special Meeting of
Shareholders.
ISS is a leading independent proxy voting and corporate
governance advisory firm. The recommendations of ISS are
relied upon by hundreds of major institutional investment firms,
mutual funds and other fiduciaries throughout the country.
In its July 6, 2010 report
recommending that SonicWALL shareholders vote "FOR" the Thoma
Bravo/Ontario Teachers' Merger, ISS noted(1):
"Based on a review of the terms of the transaction and the
factors described below, in particular, the board's rationale, the
consideration represents a reasonable premium to the
pre-announcement market price, and the thorough sale process,
support for the merger agreement is warranted."
Matthew Medeiros, SonicWALL's
President and Chief Executive Officer, said, "We are pleased that
ISS, one of the nation's leading independent proxy advisory firms,
recommends that SonicWALL shareholders vote "FOR" the Thoma
Bravo/Ontario Teachers' Merger. Our Board unanimously
believes that the Merger is in the best interests of all SonicWALL
shareholders. We look forward to completing this transaction
and urge SonicWALL shareholders to follow ISS' recommendation by
voting "FOR" the Merger at the upcoming Special Meeting."
Under the terms of the Merger as previously announced on
June 2, 2010, SonicWALL shareholders
will receive $11.50 per share in cash
for each share of SonicWALL common stock they hold. 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
same date. The Merger is not subject to a financing condition
and is expected to close shortly following the Special Meeting, if
approved by the shareholders.
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.
SonicWALL shareholders of record as of the close of business on
June 21, 2010 will be entitled to
vote at the Special Meeting.
If shareholders have any questions or need additional copies of
SonicWALL's materials, please call MacKenzie Partners today at:
TOLL FREE (800) 322-2885 or COLLECT (212) 929-5500.
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/.
Information regarding the solicitation of proxies
In connection with the proposed merger, SonicWALL has filed a
proxy statement and relevant documents concerning the proposed
merger with the SEC relating to the solicitation of proxies to vote
at a special meeting of shareholders called to approve the proposed
merger 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 merger. 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 merger.
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.
(1) Permission to use quotations was neither sought nor
obtained.
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.