SAN DIEGO and AUSTIN, Texas, June 17,
2013 /PRNewswire/ -- Vista Equity Partners today announced
that its affiliates, Tomahawk Acquisition, LLC ("Parent") and
Tomahawk Merger Sub, Inc. ("Purchaser"), waived the "Financing
Proceeds Condition" described in the Offer to Purchase in
connection with the previously announced tender offer to acquire
all of the outstanding shares of common stock of Websense, Inc.
(NASDAQ: WBSN) (the "Company") for $24.75 per share in cash, net to the seller in
cash, without interest and less any applicable withholding taxes,
if any. The tender offer is scheduled to expire at
9:00 a.m. (New York City time) on Tuesday, June 25, 2013, unless further extended
or earlier terminated. All other terms and conditions of the
tender offer remain unchanged, including, without limitation, the
"Minimum Condition" described in the Offer to Purchase.
The tender offer is being made in connection with the Agreement
and Plan of Merger, dated as of May 19,
2013, among the Company, Parent and Purchaser.
Pursuant to the merger agreement, after completion of the
tender offer and the satisfaction or waiver of all conditions, the
Company will merge with Purchaser and all outstanding shares of the
Company's common stock, other than shares held by Parent, Purchaser
or the Company, or 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. The
Board of Directors of Websense has unanimously approved the
proposed acquisition by Vista Equity Partners and recommends that
Websense stockholders tender their shares in the tender offer.
Copies of the Offer to Purchase, Letter of Transmittal and other
related material are available free of charge from Georgeson Inc.,
the information agent for the tender offer, toll-free at (866)
277-0928.
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 has also filed a preliminary 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, including, without limitation, statements with respect
to the completion of the tender offer and the merger, 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
(858) 320-9393
phogan@websense.com
SOURCE Websense, Inc.
