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tadel Security-CDSS to be acquired by McAfee-MFE Fly On The Wall "All News " Citadel Security Software Inc. announced that it has signed a definitive agreement with McAfee, Inc. for the acquisition of substantially all of Citadel's assets for approximately $56 million in cash plus an estimated $4 million in working capital reimbursement. Citadel provides leading solutions in security policy compliance and vulnerability remediation to help governmentand commercial enterprises neutralize security vulnerabilities and reduce risk. McAfee is a global leader in intrusion prevention and security risk management. The proposed transaction is expected to close in the fourth quarter of 2006, subject to closing conditions including Citadel stockholder approval, expiration of the Hart-Scott-Rodino waiting period and other conditions in the definitive agreement. For the latest breaking news, listen to <a href='http://www.theflyonthewall.com/audio.php' target='new'>Fly Radio</a>
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SIA Opens European Headquarters in Brussels PR Newswire "US Press Releases " ARLINGTON, Va., Oct. 3 /PRNewswire/ -- The Cyber Security Industry Alliance (CSIA) today opened its European headquarters in Brussels , a milestone in the organization's mission to improve information security through international public policy, advocacy and educational efforts. CSIA also announced today that Marika Konings will lead its new Brussels office. As the Director of European Affairs, Konings will be responsible for information security public policy and awareness raising efforts in Europe . "There are currently several initiatives in the European Union that examine privacy directives and call for a more secure infrastructure," said Paul Kurtz, executive director of CSIA. "It is important for CSIA to expand its European presence now, while these discussions are still underway. With the opening of our European office led by Marika, CSIA will be able to dedicate more time and resources to uniting international efforts in the fight to strengthen our global information infrastructure and combat cybercrime. We are pleased to welcome Marika as part of the CSIA team, and look forward to the knowledge and experience she will bring to the organization." CSIA has been active in many international cyber security efforts and most recently advocated for the passage of the Convention on Cybercrime , an international treaty adopted through the Council of Europe . Last month, CSIA applauded the U.S. Senate for ratification of this Convention, marking an important step in the fight against the global nature of information security. "As businesses become increasingly international and cyber threats cross borders, we are realizing that a comprehensive, global approach is required to keep our networks and data safe," said Konings. " The European Union has been a thought leader in their privacy and security initiatives, and I am thrilled to be working as the liaison between CSIA and the European Union to tackle the global challenge of information security." As part of her work for CSIA, Konings will represent CSIA's interests before the European Union institutions and engage with policy makers to raise the profile of cyber security on the EU agenda. Konings has an extensive background in cyber security policy and was most recently a Senior Consultant with Interel PR & PA. At Interel PR & PA, she developed and implemented targeted European and international public affairs campaigns and stakeholder outreach in the ICT sector. Before Interel PR & PA, Konings worked at the European Commission in the Socrates & Youth technical assistance office and at the Foreign Affairs Committee of the European Parliament. Konings holds a Master's degree in European Political and Administrative Studies from the College of Europe in Brugge. "One of the defining trends in cyber crime now and in the foreseeable future is the growing importance of organized crime, which is being actively conducted by off-shoots of existing criminal organizations and newly formed groups. The driving force for these criminal organizations is the ease of making money through cyber crime and the relatively low chance of being faced with the consequences in a court of law," said Risto Siilasmaa, CEO of F-Secure. "A major part of the challenge in stopping this new breed of crime is the chasm between the global nature of the Internet and cyber crime and the national nature of legislation and law enforcement. CSIA can play a major role in helping governments and legislators to unite forces across borders to fight cyber crime." About the Cyber Security Industry Alliance The Cyber Security Industry Alliance is the only advocacy group dedicated exclusively to ensuring the privacy, reliability and integrity of information systems through public policy, technology, education and awareness. Led by CEOs from the world's top security providers, CSIA believes a comprehensive approach to information system security is vital to the stability of the global economy. Visit our web site at http://www.csialliance.org. Members of the CSIA include Application Security, Inc. ; CA, Inc. (NYSE: CA); Citadel Security Software Inc. (OTC: CDSS); Citrix Systems, Inc. (Nasdaq: CTXS); Entrust, Inc. (Nasdaq: ENTU); F-Secure Corporation (HEX: FSC1V); Fortinet, Inc. ; Internet Security Systems Inc. (Nasdaq: ISSX); iPass Inc. (Nasdaq: IPAS); McAfee, Inc. (NYSE: MFE); Mirage Networks; PGP Corporation ; Qualys, Inc. ; RSA Security Inc. (Nasdaq: RSAS); Secure Computing Corporation (Nasdaq: SCUR); Surety, Inc. ; SurfControl Plc (LSE: SRF); Symantec Corporation (Nasdaq: SYMC); TechGuard Security, LLC ; and Vontu, Inc. SOURCE Cyber Security Industry Alliance
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Citadel Security Software Inc. to Be Acquired by McAfee, Inc. Market Wire "US Press Releases " DALLAS, TX -- (MARKET WIRE) -- 10/03/06 -- Citadel Security Software Inc. (OTCBB: CDSS) announced today that it has signed a definitive agreement with McAfee, Inc. (NYSE: MFE) for the acquisition of substantially all of Citadel's assets for approximately $56 million in cash plus an estimated $4 million in working capital reimbursement. Citadel provides leading solutions in security policy compliance and vulnerability remediation to help government and commercial enterprises neutralize security vulnerabilities and reduce risk. McAfee® is a global leader in intrusion prevention and security risk management. The proposed transaction is expected to close in the fourth quarter of 2006, subject to closing conditions including Citadel stockholder approval, expiration of the Hart-Scott-Rodino (HSR) waiting period and other conditions in the definitive agreement. After payment of estimated transaction costs, liabilities, preferred stock and other cash payments, Citadel expects to distribute to its common stockholders an aggregate amount in the range of approximately $0.52 to $0.54 per share of common stock in the form of liquidating dividends. Citadel anticipates that this distribution will be made in one or more cash dividends with a substantial portion of the payment to be made as soon as practicable following expiration of the 30-day indemnification period under the definitive agreement. The balance will be paid at a later date after payment of any remaining obligations. Citadel will provide an update in its proxy statement with respect to the timing and amounts of estimated distributions. Citadel has not set a record or payment date for such distributions, and the final amount and timing of the distributions is dependent upon a variety of factors, including the timing and amount of costs and expenses, tax payments and the amounts of liabilities and potential indemnification claims under the definitive agreement. "We believe that Citadel offers the leading vulnerability remediation and compliance solution available in the marketplace today and is protecting some of the largest government and corporate networks with over 4.5 million licensed devices. Following the consummation of the proposed transaction, we believe that our customers and partners will continue to receive the highest level of services and support for their security policy compliance and risk management and vulnerability remediation technology needs. We also believe that this transaction is in the best interest of our shareholders, employees, and customers," stated Steven B. Solomon, chairman and chief executive officer of Citadel. The directors and executive officers of Citadel have executed support agreements to vote their shares (representing approximately 11% of the outstanding shares of Citadel common stock) in favor of the transaction. ThinkEquity Partners, LLC provided a fairness opinion to the special committee of the board of Citadel in connection with the proposed transaction. About Citadel Citadel Security Software Inc. delivers security solutions that enable organizations to manage risk, reduce threats and enforce compliance with security policies and regulations. Citadel's proven architecture provides a business process to manage the increasing volume, frequency and complexity of cyber security attacks. Citadel combines the world's largest active library of remediations spanning all classes of vulnerabilities with a proven delivery methodology to dramatically streamline vulnerability management and security compliance and provide ROI from the first use. Citadel solutions are used across the U.S. Department of Defense , at the U.S. Department of Veterans Affairs , the U.S. Department of Energy , MCI, Raytheon and within other government and commercial organizations. For more information on Citadel, visit http://www.citadel.com, or call 888-8CITADEL. Forward-Looking Statements This press release contains forward-looking statements based on current Citadel management expectations. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the asset purchase agreement; (2) the outcome of any legal proceedings that may be instituted against Citadel and others following announcement of the asset purchase agreement; (3) the inability to complete the proposed transaction due to the failure to obtain stockholder approval or the failure to satisfy other conditions to completion of the asset purchase, including the receipt of stockholder approval, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and conditions to McAfee's obligations to close; (4) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transactions; (5) the ability to recognize the benefits of the asset purchase transaction, including without limitation the risk that the amount of the proposed distribution to Citadel's common stockholders could be reduced based on uncertainties related to the amounts of taxes, liabilities, wind down expenses, indemnification obligations or transaction expenses; (6) the amount of the costs, fees, taxes, expenses and charges related to the transactions; and (7) the matters disclosed in the "Risk Factors" sections of the most recent SEC filings by Citadel. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Citadel's ability to control or predict. Citadel undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Important Additional Information will be Filed with the SEC In connection with the proposed transaction, Citadel intends to file a proxy statement and other relevant materials with the Securities and Exchange Commission . INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ASSET PURCHASE AGREEMENT AND THE PARTIES THERETO. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by Citadel at the Securities and Exchange Commission's Web site at http://www.sec.gov. The proxy statement and such other documents may also be obtained for free from Citadel by directing such request to Citadel Security Software Inc. , Investor Relations, Two Lincoln Centre, 5420 LBJ Freeway, 16th Floor, Dallas, Texas 75240, telephone: (214) 520-9292. Citadel and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed asset purchase agreement. Information concerning the interests of Citadel's participants in the solicitation, which may be different than those of Citadel stockholders generally, is set forth in Citadel's proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and in the proxy statement relating to the asset purchase when it becomes available. Descriptions of the asset purchase agreement and related agreements in this press release are qualified in their entirety by reference to the agreements filed by Citadel on its current report on Form 8-K filed with the SEC. Contacts:
Media: Robert Humphrey Citadel Security Software Inc. (214) 750-2438 rhumphrey*citadel.com
Investors: Daniel Schustack CEOcast, Inc. 212-732-4300
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