SAN DIEGO, May 28, 2013 /PRNewswire/ -- Websense, Inc.
(NASDAQ: WBSN) (the "Company" or "Websense") and Vista Equity
Partners today announced that Tomahawk Merger Sub, Inc. has
commenced the previously-announced tender offer for all of the
outstanding shares of common stock of the Company at a price of
$24.75 per share, net to the seller
in cash without interest. Tomahawk Merger Sub, Inc. and its parent
company, Tomahawk Acquisitions, LLC, are affiliated with Vista
Equity Partners Fund IV, L.P.
On May 20, 2013, the Company and Vista Equity Partners
announced that the Company and affiliates of Vista Equity Partners
had entered into a definitive merger agreement pursuant to which
the tender offer would be made. Pursuant to the merger agreement,
after completion of the tender offer and the satisfaction or waiver
of certain conditions, the Company will merge with Tomahawk Merger
Sub, Inc., and all outstanding shares of the Company's common stock
(other than shares held by Tomahawk Acquisitions, LLC, Tomahawk
Merger Sub, Inc., or the Company and shares held by the Company's
stockholders who are entitled to and properly demand and perfect
appraisal of such shares pursuant to the applicable provisions of
Delaware law) will be
automatically cancelled and converted into the right to receive
cash equal to the $24.75 offer price
per share. In certain cases, the parties have agreed to proceed
with a one-step merger transaction if the tender offer is not
completed.
After careful consideration, the board of directors of the
Company has determined that the merger agreement and the
transactions contemplated thereby, including the offer and the
merger, are advisable and in the best interests of the Company and
its stockholders. Accordingly, the Board of Directors has
recommended that the Company's stockholders tender their Shares to
Purchaser pursuant to the Offer and, if required by applicable law,
vote in favor of the adoption and approval of the merger
agreement.
Tomahawk Acquisitions, LLC and Tomahawk Merger Sub, Inc. are
filing with the Securities and Exchange Commission (the
"SEC") today a tender offer statement on Schedule TO,
including an offer to purchase and related letter of transmittal,
setting forth in detail the terms of the tender offer.
Additionally, the Company will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9
setting forth in detail, among other things, the recommendation of
the Company's board of directors that the Company's stockholders
tender their shares into the tender offer.
The completion of the tender offer is subject to conditions,
including, among others, the satisfaction of a minimum tender
condition, the expiration or termination of applicable waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended and the receipt of proceeds under executed bank
commitment letters.
The tender offer and withdrawal rights are scheduled to expire
at 9 a.m., New York City time, on Tuesday, June 25,
2013, unless extended or earlier terminated in accordance with the
terms of the merger agreement.
About Websense, Inc.
Websense, Inc. (NASDAQ: WBSN) is a global leader in protecting
organizations from the latest cyber attacks and data theft.
Websense TRITON comprehensive security solutions unify web
security, email security, mobile security and data loss prevention
(DLP) at the lowest total cost of ownership. Tens of thousands of
enterprises rely on Websense TRITON security intelligence to stop
advanced persistent threats, targeted attacks and evolving malware.
Websense prevents data breaches, intellectual property theft and
enforces security compliance and best practices. A global network
of channel partners distributes scalable, unified appliance- and
cloud-based Websense TRITON solutions. Websense TRITON stops
more threats, visit www.websense.com/proveit to see proof. To
access the latest Websense security insights and connect through
social media, please visit social.websense.com. For more
information, visit www.websense.com and
www.websense.com/triton.
About Vista Equity Partners
Vista Equity Partners, a U.S. based private equity firm with
offices in San Francisco,
Chicago and Austin, currently invests over $7 billion in capital committed to dynamic,
successful technology-based organizations led by world-class
management teams with long-term perspective. Vista is a value-added
investor, contributing professional expertise and multi-level
support towards companies realizing their full potential. Vista's
investment approach is anchored by a sizable long-term capital
base, experience in structuring technology-oriented transactions,
and proven management techniques that yield flexibility and
opportunity in private equity investing. For further information
please visit www.vistaequitypartners.com.
Important Additional Information
This press release is neither an offer to purchase nor a
solicitation of an offer to sell shares of Websense.
The offer to buy securities of Websense described in this press
release will be made only pursuant to the offer to purchase and
related materials that Vista has filed on Schedule TO with the SEC.
In addition, Websense has filed its recommendation of the tender
offer on Schedule 14D-9 with the SEC. In connection with the
proposed transaction, Websense will also file a proxy statement
with the SEC. Additionally, Websense and Vista will file other
relevant materials in connection with the proposed acquisition of
Websense by Vista pursuant to the terms of the merger agreement.
INVESTORS AND STOCKHOLDERS OF WEBSENSE ARE ADVISED TO READ THE
SCHEDULE TO, THE SCHEDULE 14D-9, AND THE PROXY STATEMENT, AS EACH
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER OR
MERGER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES THERETO.
Investors and stockholders may obtain free copies of the
Schedule TO, Schedule 14D-9 and proxy statement, as each may be
amended or supplemented from time to time, and other documents
filed by the parties (when available), at the SEC's Web site at
www.sec.gov or at Websense's Web site at www.websense.com. The
Schedule TO, Schedule 14D-9 and proxy statement, as each may be
amended or supplemented from time to time, and such other documents
may also be obtained, when available, for free from Websense by
directing such request via email to akauffman@websense.com, or in
writing to Investor Relations at our corporate headquarters, at
10240 Sorrento Valley Road, San Diego,
California 92121.
Websense, Vista and their respective directors, executive
officers and other members of management and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies from Websense's stockholders in connection with the
proposed transaction. Further, such persons may have direct or
indirect interests in the proposed transaction due to, among other
things, securities holdings, pre-existing or future indemnification
arrangements, vesting of equity awards, or rights to severance
payments or bonuses in connection with the proposed transaction.
Information concerning the interests of these persons will be set
forth in the Schedule 14D-9 and proxy statement relating to the
proposed transaction when it becomes available.
Statements in this press release that relate to future results
and events are forward-looking statements made within the meaning
of Section 21E of the Securities Exchange Act of 1934 based on
Websense's current expectations regarding the proposed transaction.
Actual results and events in future periods may differ materially
from those expressed or implied by these forward-looking statements
because of a number of risks, uncertainties and other factors.
There can be no assurances that a transaction will be consummated.
Other risks, uncertainties and assumptions include the possibility
that expected benefits may not materialize as expected; that the
transaction may not be timely completed, if at all; that, prior to
the completion of the transaction, if at all, Websense's business
may experience significant disruptions due to transaction-related
uncertainty or other factors that the parties are unable to
successfully implement integration strategies; and other risks that
are described in Websense's Annual Report on Form 10-K for the
fiscal year ended December 31, 2012
and in its subsequently filed SEC reports. Websense does not
undertake any obligation to update these forward-looking statements
except to the extent otherwise required by law.
Investor Contact:
Avelina Kauffman
Websense, Inc.
(858) 320-9364
akauffman@websense.com
Media Contact:
Patricia Hogan
Websense, Inc.
(858) 320-9393
phogan@websense.com
SOURCE Websense, Inc.
