Leading Proxy Advisory Firm RiskMetrics Group Recommends SonicWALL Shareholders Vote 'FOR' Proposed Merger With Affiliates of Thoma Bravo and Ontario Teachers' Pension Plan
Poster: SySAdmin
Posted on July 7, 2010 at 8:21:02 AM
Leading Proxy Advisory Firm RiskMetrics Group Recommends SonicWALL Shareholders Vote 'FOR' Proposed Merger With Affiliates of Thoma Bravo and Ontario Teachers' Pension Plan
SAN JOSE, Calif., July 7 -- SonicWALL, Inc. (NASDAQ:SNWL) today announced that RiskMetrics Group's ISS Proxy Advisory Services ("ISS") recommends that SonicWALL's shareholders vote "FOR" the proposed merger between SonicWALL and affiliates of an investor group led by Thoma Bravo, LLC, which includes the Ontario Teachers' Pension Plan through its private investor department, Teachers' Private Capital at the Company's upcoming July 23, 2010 Special Meeting of Shareholders.
ISS is a leading independent proxy voting and corporate governance advisory firm. The recommendations of ISS are relied upon by hundreds of major institutional investment firms, mutual funds and other fiduciaries throughout the country.
In its July 6, 2010 report recommending that SonicWALL shareholders vote "FOR" the Thoma Bravo/Ontario Teachers' Merger, ISS noted(1):
"Based on a review of the terms of the transaction and the factors described below, in particular, the board's rationale, the consideration represents a reasonable premium to the pre-announcement market price, and the thorough sale process, support for the merger agreement is warranted."
Matthew Medeiros, SonicWALL's President and Chief Executive Officer, said, "We are pleased that ISS, one of the nation's leading independent proxy advisory firms, recommends that SonicWALL shareholders vote "FOR" the Thoma Bravo/Ontario Teachers' Merger. Our Board unanimously believes that the Merger is in the best interests of all SonicWALL shareholders. We look forward to completing this transaction and urge SonicWALL shareholders to follow ISS' recommendation by voting "FOR" the Merger at the upcoming Special Meeting."
Under the terms of the Merger as previously announced on June 2, 2010, SonicWALL shareholders will receive $11.50 per share in cash for each share of SonicWALL common stock they hold. 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 same date. The Merger is not subject to a financing condition and is expected to close shortly following the Special Meeting, if approved by the shareholders.
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.
SonicWALL shareholders of record as of the close of business on June 21, 2010 will be entitled to vote at the Special Meeting.
If shareholders have any questions or need additional copies of SonicWALL's materials, please call MacKenzie Partners today at: TOLL FREE (800) 322-2885 or COLLECT (212) 929-5500.
About SonicWALL, Inc.
Guided by its vision of Dynamic Security for the Global Network, SonicWALL develops advanced intelligent network security and data protection solutions that adapt as organizations evolve and as threats evolve. Trusted by small and large enterprises worldwide, SonicWALL solutions are designed to detect and control applications and protect networks from intrusions and malware attacks through award-winning hardware, software and virtual appliance-based solutions. For more information, visit http://www.sonicwall.com/.
Information regarding the solicitation of proxies
In connection with the proposed merger, SonicWALL has filed a proxy statement and relevant documents concerning the proposed merger with the SEC relating to the solicitation of proxies to vote at a special meeting of shareholders called to approve the proposed merger and the definitive proxy statement has been mailed to the shareholders of SonicWALL. Shareholders of SonicWALL are urged to read the proxy statement and related materials carefully because they contain important information about SonicWALL and the proposed merger. Shareholders may obtain a free copy of the proxy statement and other relevant documents filed by SonicWALL with the SEC at the SEC's website at http://www.sec.gov. In addition, shareholders may obtain free copies of the documents filed with the SEC by SonicWALL by contacting SonicWALL Investor Relations by email at investor_relations@sonicwall.com or by phone at +1 (408) 745-9600.
SonicWALL and its directors and certain executive officers may be deemed to be participants in the solicitation of proxies from SonicWALL shareholders in respect of the proposed merger. Information about the directors and executive officers of SonicWALL and their respective interests in SonicWALL by security holdings or otherwise is set forth in its proxy statements and Annual Reports on Form 10-K previously filed with the SEC. Investors may obtain additional information regarding the interest of the participants by reading the proxy statement regarding the acquisition. Each of these documents is available for free at the SEC's website at http://www.sec.gov and the SonicWALL Investor Relations website at http://www.sonicwall.com/us/company/2166.html.
Cautionary statement regarding forward-looking statements
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding the anticipated completion of the transaction. These statements are based on the current expectations of management of SonicWALL, Inc., involve certain risks, uncertainties, and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and results may differ materially from what is expressed herein. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this document. For example, among other things, conditions to the closing of the transaction may not be satisfied and the transaction may involve unexpected costs, liabilities, or delays, and of which could cause the transaction to not be consummated. Additional factors that may affect the future results of SonicWALL are set forth in its filings with the Securities and Exchange Commission, which are available at http://www.sec.gov. All forward looking statements in this release are qualified by these cautionary statements and are made only as of the date of this release. SonicWALL is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.
(1) Permission to use quotations was neither sought nor obtained.
Contacts:
Investors
---------
Kelly Blough
Director Investor Relations
(408) 962-6329
Kblough@sonicwall.com
Laurie Connell / Amy Bilbija
MacKenzie Partners, Inc.
(212) 929-5500
Media
-----
Jock Breitwieser
Director Public Relations
(408) 962-6165
jbreitwieser@SonicWALL.com
Matthew Sherman /Tim Lynch /Jaime Wert
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Source: SonicWALL, Inc.
CONTACT: Investors: Kelly Blough, Director Investor Relations,
+1-408-962-6329, Kblough@sonicwall.com; or Laurie Connell, or Amy Bilbija,
MacKenzie Partners, Inc., +1-212-929-5500, or Media: Jock Breitwieser,
Director Public Relations, +1-408-962-6165, jbreitwieser@SonicWALL.com; or
Matthew Sherman, or Tim Lynch, or Jaime Wert, Joele Frank, Wilkinson Brimmer
Katcher, +1-212-355-4449
Web Site: http://www.sonicwall.com/
SAN JOSE, Calif., July 7 -- SonicWALL, Inc. (NASDAQ:SNWL) today announced that RiskMetrics Group's ISS Proxy Advisory Services ("ISS") recommends that SonicWALL's shareholders vote "FOR" the proposed merger between SonicWALL and affiliates of an investor group led by Thoma Bravo, LLC, which includes the Ontario Teachers' Pension Plan through its private investor department, Teachers' Private Capital at the Company's upcoming July 23, 2010 Special Meeting of Shareholders.
ISS is a leading independent proxy voting and corporate governance advisory firm. The recommendations of ISS are relied upon by hundreds of major institutional investment firms, mutual funds and other fiduciaries throughout the country.
In its July 6, 2010 report recommending that SonicWALL shareholders vote "FOR" the Thoma Bravo/Ontario Teachers' Merger, ISS noted(1):
"Based on a review of the terms of the transaction and the factors described below, in particular, the board's rationale, the consideration represents a reasonable premium to the pre-announcement market price, and the thorough sale process, support for the merger agreement is warranted."
Matthew Medeiros, SonicWALL's President and Chief Executive Officer, said, "We are pleased that ISS, one of the nation's leading independent proxy advisory firms, recommends that SonicWALL shareholders vote "FOR" the Thoma Bravo/Ontario Teachers' Merger. Our Board unanimously believes that the Merger is in the best interests of all SonicWALL shareholders. We look forward to completing this transaction and urge SonicWALL shareholders to follow ISS' recommendation by voting "FOR" the Merger at the upcoming Special Meeting."
Under the terms of the Merger as previously announced on June 2, 2010, SonicWALL shareholders will receive $11.50 per share in cash for each share of SonicWALL common stock they hold. 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 same date. The Merger is not subject to a financing condition and is expected to close shortly following the Special Meeting, if approved by the shareholders.
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.
SonicWALL shareholders of record as of the close of business on June 21, 2010 will be entitled to vote at the Special Meeting.
If shareholders have any questions or need additional copies of SonicWALL's materials, please call MacKenzie Partners today at: TOLL FREE (800) 322-2885 or COLLECT (212) 929-5500.
About SonicWALL, Inc.
Guided by its vision of Dynamic Security for the Global Network, SonicWALL develops advanced intelligent network security and data protection solutions that adapt as organizations evolve and as threats evolve. Trusted by small and large enterprises worldwide, SonicWALL solutions are designed to detect and control applications and protect networks from intrusions and malware attacks through award-winning hardware, software and virtual appliance-based solutions. For more information, visit http://www.sonicwall.com/.
Information regarding the solicitation of proxies
In connection with the proposed merger, SonicWALL has filed a proxy statement and relevant documents concerning the proposed merger with the SEC relating to the solicitation of proxies to vote at a special meeting of shareholders called to approve the proposed merger and the definitive proxy statement has been mailed to the shareholders of SonicWALL. Shareholders of SonicWALL are urged to read the proxy statement and related materials carefully because they contain important information about SonicWALL and the proposed merger. Shareholders may obtain a free copy of the proxy statement and other relevant documents filed by SonicWALL with the SEC at the SEC's website at http://www.sec.gov. In addition, shareholders may obtain free copies of the documents filed with the SEC by SonicWALL by contacting SonicWALL Investor Relations by email at investor_relations@sonicwall.com or by phone at +1 (408) 745-9600.
SonicWALL and its directors and certain executive officers may be deemed to be participants in the solicitation of proxies from SonicWALL shareholders in respect of the proposed merger. Information about the directors and executive officers of SonicWALL and their respective interests in SonicWALL by security holdings or otherwise is set forth in its proxy statements and Annual Reports on Form 10-K previously filed with the SEC. Investors may obtain additional information regarding the interest of the participants by reading the proxy statement regarding the acquisition. Each of these documents is available for free at the SEC's website at http://www.sec.gov and the SonicWALL Investor Relations website at http://www.sonicwall.com/us/company/2166.html.
Cautionary statement regarding forward-looking statements
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding the anticipated completion of the transaction. These statements are based on the current expectations of management of SonicWALL, Inc., involve certain risks, uncertainties, and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and results may differ materially from what is expressed herein. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this document. For example, among other things, conditions to the closing of the transaction may not be satisfied and the transaction may involve unexpected costs, liabilities, or delays, and of which could cause the transaction to not be consummated. Additional factors that may affect the future results of SonicWALL are set forth in its filings with the Securities and Exchange Commission, which are available at http://www.sec.gov. All forward looking statements in this release are qualified by these cautionary statements and are made only as of the date of this release. SonicWALL is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.
(1) Permission to use quotations was neither sought nor obtained.
Contacts:
Investors
---------
Kelly Blough
Director Investor Relations
(408) 962-6329
Kblough@sonicwall.com
Laurie Connell / Amy Bilbija
MacKenzie Partners, Inc.
(212) 929-5500
Media
-----
Jock Breitwieser
Director Public Relations
(408) 962-6165
jbreitwieser@SonicWALL.com
Matthew Sherman /Tim Lynch /Jaime Wert
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Source: SonicWALL, Inc.
CONTACT: Investors: Kelly Blough, Director Investor Relations,
+1-408-962-6329, Kblough@sonicwall.com; or Laurie Connell, or Amy Bilbija,
MacKenzie Partners, Inc., +1-212-929-5500, or Media: Jock Breitwieser,
Director Public Relations, +1-408-962-6165, jbreitwieser@SonicWALL.com; or
Matthew Sherman, or Tim Lynch, or Jaime Wert, Joele Frank, Wilkinson Brimmer
Katcher, +1-212-355-4449
Web Site: http://www.sonicwall.com/