SonicWALL Mails Letter to Shareholders
Poster: SySAdmin
Posted on July 8, 2010 at 6:07:01 AM
SonicWALL Mails Letter to Shareholders
Urges Shareholders to Vote FOR Merger with Affiliates of Thoma Bravo and Ontario Teachers' Pension Plan at SonicWALL's July 23, 2010 Special Meeting
SAN JOSE, Calif., July 8 -- SonicWALL, Inc. (NASDAQ:SNWL), a leading provider of IT security and data backup and recovery solutions, today announced that it is mailing the following letter to shareholders of record as of June 21, 2010 in connection with the Company's July 23, 2010 Special Meeting of Shareholders:
July 8, 2010
Dear SonicWALL Shareholder:
At SonicWALL, Inc.'s upcoming Special Meeting of Shareholders scheduled for July 23, 2010 at 7:00 a.m. pacific time, you will be asked to vote on 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 (the "Thoma Bravo/Ontario Teachers' Merger" or "Merger").
The SonicWALL Board of Directors has unanimously determined that the Thoma Bravo/Ontario Teachers' Merger and the other transactions contemplated by the merger agreement, taken together, are at a price and on terms that are fair to, advisable and in the best interests of SonicWALL's shareholders. We urge you to vote "FOR" the Merger on the enclosed proxy card today.
The Thoma Bravo/Ontario Teachers' Merger is the result of an extensive and deliberate process undertaken by SonicWALL's Board and management team, together with the assistance of outside financial and legal advisors, to maximize value for all SonicWALL shareholders. Under the terms of the Merger, SonicWALL shareholders will receive $11.50 per share in cash for each share of SonicWALL common stock that 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.
Following the announcement of the Merger, the SonicWALL Board received an unsolicited third-party acquisition proposal, as described in the Company's proxy statement for the upcoming Special Meeting. On June 22, 2010, SonicWALL entered into a confidentiality agreement, which included a standstill provision, with the third-party and its financial sponsors, and engaged in a two-week due diligence process. On July 5, 2010, the third-party informed SonicWALL that it no longer intends to pursue an acquisition of the Company. The SonicWALL Board continues to unanimously support the Thoma Bravo/Ontario Teachers' Merger and continues to believe that the Merger is in the best interests of the Company's shareholders.
Leading proxy advisory firm RiskMetrics Group recommends SonicWALL shareholders vote "FOR" the Thoma Bravo/Ontario Teachers' Merger.
On July 6, 2010, RiskMetrics Group's ISS Proxy Advisory Services ("ISS"), the nation's leading proxy advisory firm, issued a report recommending SonicWALL shareholders vote "FOR" the Thoma Bravo/Ontario Teachers' Merger, noting:
"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."(1)
Your vote is extremely important regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting, we urge you to vote "FOR" the Thoma Bravo/Ontario Teachers' Merger by signing, dating and returning the enclosed proxy card at your earliest convenience (if you have not already done so) or by voting over the Internet or by telephone. Internet and telephone voting instructions can be found on the enclosed proxy card. Please note: failure to vote or abstaining from voting has the same effect as a vote against the merger agreement.
If you have any questions or need assistance in voting your shares, please call our proxy solicitor, MacKenzie Partners, Inc. toll-free at (800) 322-2885, or call collect at (212) 929-5500.
Thank you for your continued support.
On behalf of the SonicWALL Board of Directors,
/s/ Matthew Medeiros
Matthew Medeiros
President and Chief Executive Officer
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/.
If shareholders have any questions or need additional copies of
SonicWALL's materials, please call MacKenzie Partners today at the
phone numbers listed below.
105 Madison Avenue
New York, NY 10016
SonicWALL@mackenziepartners.com
TOLL-FREE (800) 322-2885
CALL COLLECT (212) 929 5500
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 Media
--------- -----
Kelly Blough Jock Breitwieser
Director Investor Relations Director Public Relations
(408) 962-6329 (408) 962-6165
Kblough@sonicwall.comjbreitwieser@sonicWALL.com
---------------------
Matthew Sherman /Tim Lynch /Jaime
Wert
Joele Frank, Wilkinson Brimmer Katcher
Laurie Connell / Amy Bilbija (212) 355-4449
MacKenzie Partners, Inc.
(212) 929-5500
Source: SonicWALL, Inc.
CONTACT: Investors: Kelly Blough, Director Investor Relations,
+1-408-962-6329, Kblough@sonicwall.com; or Laurie Connell or Amy Bilbija, both
of MacKenzie Partners, Inc., +1-212-929-5500; Media: Jock Breitwieser,
Director Public Relations, +1-408-962-6165, jbreitwieser@sonicWALL.com; or
Matthew Sherman, Tim Lynch, or Jaime Wert, all of Joele Frank, Wilkinson
Brimmer Katcher, +1-212-355-4449
Web Site: http://www.sonicwall.com/
Urges Shareholders to Vote FOR Merger with Affiliates of Thoma Bravo and Ontario Teachers' Pension Plan at SonicWALL's July 23, 2010 Special Meeting
SAN JOSE, Calif., July 8 -- SonicWALL, Inc. (NASDAQ:SNWL), a leading provider of IT security and data backup and recovery solutions, today announced that it is mailing the following letter to shareholders of record as of June 21, 2010 in connection with the Company's July 23, 2010 Special Meeting of Shareholders:
July 8, 2010
Dear SonicWALL Shareholder:
At SonicWALL, Inc.'s upcoming Special Meeting of Shareholders scheduled for July 23, 2010 at 7:00 a.m. pacific time, you will be asked to vote on 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 (the "Thoma Bravo/Ontario Teachers' Merger" or "Merger").
The SonicWALL Board of Directors has unanimously determined that the Thoma Bravo/Ontario Teachers' Merger and the other transactions contemplated by the merger agreement, taken together, are at a price and on terms that are fair to, advisable and in the best interests of SonicWALL's shareholders. We urge you to vote "FOR" the Merger on the enclosed proxy card today.
The Thoma Bravo/Ontario Teachers' Merger is the result of an extensive and deliberate process undertaken by SonicWALL's Board and management team, together with the assistance of outside financial and legal advisors, to maximize value for all SonicWALL shareholders. Under the terms of the Merger, SonicWALL shareholders will receive $11.50 per share in cash for each share of SonicWALL common stock that 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.
Following the announcement of the Merger, the SonicWALL Board received an unsolicited third-party acquisition proposal, as described in the Company's proxy statement for the upcoming Special Meeting. On June 22, 2010, SonicWALL entered into a confidentiality agreement, which included a standstill provision, with the third-party and its financial sponsors, and engaged in a two-week due diligence process. On July 5, 2010, the third-party informed SonicWALL that it no longer intends to pursue an acquisition of the Company. The SonicWALL Board continues to unanimously support the Thoma Bravo/Ontario Teachers' Merger and continues to believe that the Merger is in the best interests of the Company's shareholders.
Leading proxy advisory firm RiskMetrics Group recommends SonicWALL shareholders vote "FOR" the Thoma Bravo/Ontario Teachers' Merger.
On July 6, 2010, RiskMetrics Group's ISS Proxy Advisory Services ("ISS"), the nation's leading proxy advisory firm, issued a report recommending SonicWALL shareholders vote "FOR" the Thoma Bravo/Ontario Teachers' Merger, noting:
"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."(1)
Your vote is extremely important regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting, we urge you to vote "FOR" the Thoma Bravo/Ontario Teachers' Merger by signing, dating and returning the enclosed proxy card at your earliest convenience (if you have not already done so) or by voting over the Internet or by telephone. Internet and telephone voting instructions can be found on the enclosed proxy card. Please note: failure to vote or abstaining from voting has the same effect as a vote against the merger agreement.
If you have any questions or need assistance in voting your shares, please call our proxy solicitor, MacKenzie Partners, Inc. toll-free at (800) 322-2885, or call collect at (212) 929-5500.
Thank you for your continued support.
On behalf of the SonicWALL Board of Directors,
/s/ Matthew Medeiros
Matthew Medeiros
President and Chief Executive Officer
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/.
If shareholders have any questions or need additional copies of
SonicWALL's materials, please call MacKenzie Partners today at the
phone numbers listed below.
105 Madison Avenue
New York, NY 10016
SonicWALL@mackenziepartners.com
TOLL-FREE (800) 322-2885
CALL COLLECT (212) 929 5500
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 Media
--------- -----
Kelly Blough Jock Breitwieser
Director Investor Relations Director Public Relations
(408) 962-6329 (408) 962-6165
Kblough@sonicwall.comjbreitwieser@sonicWALL.com
---------------------
Matthew Sherman /Tim Lynch /Jaime
Wert
Joele Frank, Wilkinson Brimmer Katcher
Laurie Connell / Amy Bilbija (212) 355-4449
MacKenzie Partners, Inc.
(212) 929-5500
Source: SonicWALL, Inc.
CONTACT: Investors: Kelly Blough, Director Investor Relations,
+1-408-962-6329, Kblough@sonicwall.com; or Laurie Connell or Amy Bilbija, both
of MacKenzie Partners, Inc., +1-212-929-5500; Media: Jock Breitwieser,
Director Public Relations, +1-408-962-6165, jbreitwieser@sonicWALL.com; or
Matthew Sherman, Tim Lynch, or Jaime Wert, all of Joele Frank, Wilkinson
Brimmer Katcher, +1-212-355-4449
Web Site: http://www.sonicwall.com/