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Press release from Business Wire

McAfee to Acquire Stonesoft; Transaction to Strengthen Network Security Portfolio with Next-Generation Firewall

<p class='bwalignc'> <i><b>Pending Acquisition Expected to Extend the Success of McAfee's Security Connected Strategy</b></i> </p>

Monday, May 06, 2013

McAfee to Acquire Stonesoft; Transaction to Strengthen Network Security Portfolio with Next-Generation Firewall

09:41 EDT Monday, May 06, 2013

SANTA CLARA, Calif. (Business Wire) -- McAfee today announced the execution of a definitive agreement to initiate a conditional tender offer for the acquisition of Stonesoft Oyj (NASDAQ OMX Helsinki: SFT1V), a leading innovator in next-generation network firewall products, for an aggregate equity value of approximately $389 million in cash.

Stonesoft delivers software-based, dynamic, customer-driven, cyber security solutions to secure information flow and simplify security management. Stonesoft's product portfolio of next-generation firewalls, evasion prevention systems, and SSL VPN solutions addresses businesses of all sizes. Through the pending acquisition of Stonesoft, McAfee expects to extend its leadership position in network security.

“With the pending addition of Stonesoft's products and services, McAfee is making a significant investment in next-generation firewall technology. These solutions anticipate emerging customer needs in a continually evolving threat landscape,” said Michael DeCesare, McAfee President. “Stonesoft is a leading innovator in this important market segment. We plan to integrate Stonesoft's offerings with other McAfee products to realize the power of McAfee's Security Connected strategy. Stonesoft products will benefit from the collective expertise of more than 7,200 McAfee employees. Leveraging McAfee's cloud-based Global Threat Intelligence service will provide our combined customers with unparalleled security.”

The rationale for the proposed acquisition is as follows:

  • Network security is a vital component of a comprehensive security solution. Next-generation firewalls solve critical customer needs and represent one of the fastest growing market segments in network security.
  • Stonesoft is a leading innovator in the next-generation firewall segment. Gartner positioned the company as “visionary” in the 2013 Network Security Firewall Magic Quadrant. Stonesoft achieved “Recommend” status in NSS Labs' latest 2013 firewall tests.
  • With Stonesoft, McAfee expects to grow its network security business by delivering the industry's most complete network security solution with three leading platforms: McAfee's IPS Network Security Platform, McAfee's Firewall Enterprise for the high assurance market segment, and Stonesoft's next-generation firewall.

Based in Helsinki, Finland, Stonesoft is trusted by more than 6,500 customers across the globe. Stonesoft's customer base can now benefit from an integrated, comprehensive security solution through McAfee. Similarly, McAfee's extensive, global customer base will benefit from access to a highly-innovative next-generation firewall. Stonesoft's innovative next-generation firewall, when combined with McAfee's market leading IPS and high assurance firewall, provides customers with one of the most complete network security portfolios in the industry.

“The combination of the two companies allows Stonesoft to benefit from McAfee's global presence and sales organization of over 2,200 employees, best-in-class threat research and technology synergies” said Ilkka Hiidenheimo, Chief Executive Officer of Stonesoft. “Combined, we believe we can offer our customers a world-class product portfolio with world-class support – all backed by Intel.”

Press Conference Monday May 6, 2013 at 12:30 - 01:30 p.m. EST

Stonesoft and McAfee will hold a joint press conference regarding the Tender Offer at 12:30-1:30 p.m. 6 May 2013 at G.W. Sundmans, Eteläranta 16 Helsinki, Finland.

Media Hotline Monday May 6, 2013 at 1:30 - 4:00 p.m. EST

Finland (in Finnish) 040 455 1302

International (in English) +358 40 455 1304

Shareholder Q&A call Monday May 6, 2013 at 11:30 a.m. EST

Q&A call for investors, analysts and shareholders only. Organized by UBS and Stonesoft.

Please pre-register (recommended) to join the call:

https://eventreg1.conferencing.com/webportal3/reg.html?Acc=939597&Conf=187506

Direct Dial-In numbers:

Conference ID: 932386

Finland: +358 (0)9 2313 9201

Outside Finland: +44 (0)20 7162 0077

Direct enquiries to Stonesoft executive management:

future@stonesoft.com

For additional information, please reference http://www.mcafee.com/us/about/mcafee-stonesoft.aspx.

About McAfee

McAfee, a wholly owned subsidiary of Intel Corporation (NASDAQ: INTC), empowers businesses, the public sector, and home users to safely experience the benefits of the Internet. The company delivers proactive and proven security solutions and services for systems, networks, and mobile devices around the world. With its Security Connected strategy, innovative approach to hardware-enhanced security, and unique Global Threat Intelligence network, McAfee is relentlessly focused on keeping its customers safe. http://www.mcafee.com.

About Intel

Intel (NASDAQ: INTC) is a world leader in computing innovation. The company designs and builds the essential technologies that serve as the foundation for the world's computing devices. Additional information about Intel is available at newsroom.intel.com and blogs.intel.com.

Intel and the Intel logo are trademarks of Intel Corporation in the United States and other countries.

About Stonesoft Corporation

Stonesoft Corporation delivers software based, dynamic, customer-driven cyber security solutions that secure information flow and simplify security management. Stonesoft serves private and public sector organizations that require high availability, ease-of-management, compliance, dynamic security, protection of critical digital assets, and business continuity against today's rapidly evolving cyber threats. The company leads research into advanced cyber threats and the advanced evasion techniques (AETs) used in stealth, targeted cyber attacks. For more information visit. www.stonesoft.com.

Forward-Looking Statements

This document contains forward-looking statements based on current expectations or beliefs, as well as a number of assumptions about future events, and these statements are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The reader is cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties and other factors, many of which are outside the control of McAfee or Intel.

Information About the Tender Offer

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.

Note: McAfee is a trademark or registered trademark of McAfee, Inc. in the United States and other countries. Other names and brands may be claimed as the property of others.

McAfee, Inc.
Tracy Ross, 408-346-5965
Tracy_Ross@mcafee.com
or
McAfee, Inc.
Sal Viveros, +44 7921 891 506
Sal_Viveros@mcafee.com
or
Stonesoft
Ari Vänttinen, +358-(0)40- 5959577
ari.vanttinen@stonesoft.com
or
Intel Investor Relations
Trey Campbell, 503-696-0431
trey.s.campbell@intel.com

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