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CyberGuard Acquires SnapGear

From:  "Lauren Furey" <lfurey-AT-mpbc.cc>
To:  <lfurey-AT-mpbc.cc>
Subject:  CyberGuard Acquires SnapGear for $16 Million... Conference Call Info Included
Date:  Thu, 13 Nov 2003 11:25:15 -0500

Media Contact:

Cynthia Sucher

MPB Communications

407-622-4700 (o) or 407-595-0142 (c)

csucher-AT-mpbc.cc

CYBERGUARD TO ACQUIRE SNAPGEAR, EXTENDING PRODUCT LINE TO EDGE OF ENTERPRISE
AND ADDING EMBEDDED LINUX SECURITY TECHNOLOGY

– Company Expects $16-Million Transaction To Be Accretive to Earnings Per
Share –

Ft. Lauderdale, Fla. (November 13, 2003) – CyberGuard Corporation (NASDAQ:
CGFW), the technology leader in network security, today announced that the
company has signed an agreement to acquire SnapGear for approximately $16
million. SnapGear, a privately held company founded in Australia, is a
leading developer of embedded Linux security and offers a popular line of
edge firewall/VPN security appliances for the small to medium enterprise
markets.

“SnapGear is an ideal acquisition for CyberGuard,” said Pat Clawson,
president of CyberGuard. “First, it rounds out our product offering and
allows us to meet the demand of enterprise customers who want efficient,
dependable security at the edge of their networks. Second, it brings new
technology products and expertise into our portfolio since SnapGear
incorporates embedded Linux security into their appliances. Third, because
SnapGear targets a different market than CyberGuard, their worldwide
distribution channel will complement, not replicate, ours. We believe this
can generate revenue growth for both entities.”

The transaction is expected to close by the end of the current quarter. When
complete, management anticipates that the transaction will be accretive to
earnings per share. The transaction will be structured as a merger. The
purchase price was calculated at approximately two times revenue for the
trailing 12 months. Of that amount, $1.6 million will be in cash and the
remainder in stock. There is additional earnout potential of $3.2 million in
stock. Twenty-five percent of that is realizable if SnapGear revenues reach
a minimum threshold of $12.5 million in the first 12 months after closing;
the remaining 75 percent of the potential earnout would be pro-rated for
achieving revenues between $12.5 and $15.0 million during that period.

“The acquisition of SnapGear allows us to offer the same full range of
products as some of the largest broad-spectrum security appliance
 providers,” said Clawson. “We will be able to compete more effectively in
large enterprise deals where customers are looking for a complete solution
that includes high-end application-level security for the core of the
enterprise and scalable security devices to protect the edge of the
enterprise. This is especially attractive in emerging markets where our
company is rapidly expanding. What makes all of this even more attractive is
that our next generation central management product, Global Command Center™,
will make managing large numbers of security devices throughout a complex
enterprise environment simpler than ever before.”

According to market projections by industry analyst In-Stat/MDR in April
2003, the overall firewall/VPN market is projected to exceed $4.0 billion by
2007 with total forecasted market growth representing 20 percent compound
annual growth rate (CAGR) from 2001. However, the small to medium enterprise
market segment is projected to grow much faster, with an estimated CAGR of
greater than 30 percent, reaching $1.9 billion in size by 2007.



Conference Call Information
CyberGuard will discuss the acquisition during a conference call at 4:00
p.m. Eastern Time, on Thursday, November 13, 2003.  To participate, please
dial 1-706-645-9750 and ask for conference ID number 4002719.  A recording
of the conference call proceedings will be available two hours after the
call’s conclusion on November 13 until midnight Eastern Time on November 20.
Both U.S. and International callers may listen to the recording by dialing
1-706-645-9291 and requesting conference ID number 4002719.

About CyberGuard Corporation

CyberGuard Corporation, the technology leader in network security, provides
enterprise and electronic commerce security solutions to Global 2000
companies and governments worldwide. CyberGuard's award winning,
industrial-strength firewall/VPN products and services protect the integrity
of data and applications from unauthorized access. CyberGuard's appliances,
which include SL, KS, FS and LX models, hold Common Criteria Evaluation
Assurance Level 4+ (EAL4+) certification, the most prestigious and rigorous
IT security evaluation available. The company has world headquarters in Ft.
Lauderdale, Florida, and branch offices worldwide. More information on
CyberGuard Corporation can be found at http://www.cyberguard.com.



About SnapGear

SnapGear, a leader in embedded Linux security, provides design, engineering
and fulfillment services for network appliances that ensure secure Internet
communications for business. SnapGear partners with OEM customers including
Vivendi to deliver custom security solutions worldwide. It also distributes
VPN/firewall security products through systems integrators in more than 40
countries. SnapGear's engineering team has been instrumental in the
development of uClinux, which has been ported to more than 100 platforms, as
well as the pioneering implementation of Microsoft's PPTP VPN standard on
Linux. SnapGear's Embedded Linux distribution includes uClinux, which runs
in more than 20 million devices globally. For more information, please visit
www.snapgear.com.

Forward-Looking Statements
Statements regarding estimates, expectations and future prospects contained
in this press release are forward-looking statements.  These statements are
based upon assumptions and analyses made by the Company in light of current
conditions, future developments, and other factors the Company believes are
appropriate in the circumstances, or information obtained from third
parties, and are subject to a number of assumptions, risks and
uncertainties.  Readers are cautioned that forward-looking statements are
not guarantees and that actual results might differ materially from those
suggested in the forward-looking statements.  Some of the factors that might
cause future actual events to differ from those predicted or assumed
include: future advances in technologies and computer security; the Company’
s history of losses; the Company’s ability to execute on its business plans;
the Company’s dependence on outside parties such as its key customers and
alliance partners; competition from major computer hardware, software, and
networking companies; uncertainties in availability of expansion capital in
the future and other risks associated with capital markets; overall network
security spending; global economic conditions; and the outcome of a class
action lawsuit against the Company. For a more complete discussion regarding
forward-looking statements, the reader is referred to the Company’s periodic
reports filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, including the Form 10-K for the fiscal year
ended June 30, 2003, and other information filed with the Commission.




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