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Archives > Transaction Case Study #8
Secure Computing Acquiring CyberGuard Corporation
Today's case study looks at Secure Computing Corporation's (NASDAQ: SCUR) announced merger with CyberGuard (NASDAQ: CGFW. Announced in August and approved by the stockholders of CyberGuard on January 11, 2006, the transaction awaits approval by SCUR shareholders. SCUR has agreed to acquire all of the common stock of CyberGuard in exchange for an aggregate of 70% stock and 30% cash, equal to approximately $314 million at today's stock closing price. The value will fluctuate against SCUR's market price until closing.
With an enterprise value of approximately $300 million, CGFW's shareholders are receiving a valuation equal to about 4.4x revenue and 40x EBITDA.
The transaction is expected to be slightly dilutive overall in 2006. "We believe the acquisition will be accretive to Secure Computing's earnings within the second full quarter of operations following the close of the transaction," said John McNulty, chairman, president and CEO of Secure Computing.
Secure Computing Corporation develops network security solutions that enable organizations to exchange critical information with their customers, partners, and employees.
CyberGuard Corporation provides network security solutions designed to protect enterprises that use the Internet for electronic commerce and secure communication companies worldwide. It offers firewall/VPN appliances, which include anti-virus, anti-span, SSL acceleration, Web-content filtering, and intrusion detection appliances for network security solutions.
Pat Clawson, chairman and CEO of CyberGuard Corporation said, "the combination of Secure Computing and CyberGuard brings together two successful leaders in IT security technology that are among the most established players in this dynamic and evolving industry. Together, we will be able to offer customers the most advanced and robust security solutions for the Unified Threat Management, Secure Content Management and Strong Authentication markets."
In connection with this transaction, Warburg Pincus, a private equity firm, will invest $70 million in Secure Computing in the form of convertible preferred stock with warrants. The preferred stock will be convertible at $13.51 per share, representing an 11% premium to the closing price of Secure Computing's common shares on August 17, 2005, and will include a 5% dividend which shall be paid-in-kind for the first 4.5 years and thereafter may be paid in cash, at the option of Secure Computing.
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