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| SonicWALL Provides Update Regarding Merger Agreement | |
| Posted: Wed Jul 07, 2010 02:34:00 PM | |
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Unsolicited Third Party Advises It No Longer Intends to Pursue Acquisition of SonicWALL SonicWALL's Board Continues to Recommend Shareholders Vote For the Merger with Affiliates of Thoma Bravo and Ontario Teachers' Pension Plan at SonicWALL's July 23, 2010 Special Meeting. July 6 - SonicWALL, Inc. a leading provider of IT security and data backup and recovery solutions, today announced that on July 5, 2010 the unsolicited third-party, which was described in SonicWALL's definitive Proxy Statement dated June 22, 2010 as "Strategic Party D", a privately held competitor, which had submitted a non-binding proposal to acquire all of the outstanding shares of SonicWALL for $12.00 per share in cash subject to completion of due diligence and finalization of definitive documentation, informed representatives of SonicWALL that Strategic Party D and its financial sponsors no longer intend to pursue an acquisition of SonicWALL. SonicWALL noted that after entering into a confidentiality agreement, including a standstill provision, with Strategic Party D and its two financial sponsors, it had engaged in a due diligence process with such parties that began on June 22, 2010 and lasted approximately two weeks. The SonicWALL Board of Directors has not changed its recommendation that SonicWALL shareholders approve the definitive merger agreement with affiliates of an investor group led by Thoma Bravo, LLC, which includes the Ontario Teachers' Pension Plan (Teachers') through its private investor department, Teachers' Private Capital (the "Merger"), under which SonicWALL shareholders would receive $11.50 per share in cash for each share of SonicWALL common stock they hold. In particular, the SonicWALL Board continues to recommend that SonicWALL shareholders vote "FOR" the proposal to approve the principal terms of such merger agreement, the Merger, and the related merger filing at the July 23, 2010 Special Meeting of the SonicWALL Shareholders. SonicWALL shareholders of record as of June 21, 2010 are entitled to vote at the Special Meeting. 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 date. The Merger contemplated by the merger agreement is scheduled to close in the Company's fiscal quarter ending September 30, 2010, subject to approval of SonicWALL's shareholders and customary closing conditions. The transaction is not subject to a financing condition. 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. |