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[SYMANTEC LOGO] [AXENT LOGO]
FOR IMMEDIATE RELEASE
SYMANTEC STRENGTHENS SECURITY LEADERSHIP
WITH ACQUISITION OF AXENT
ACCELERATES SYMANTEC'S STRATEGIC SHIFT TOWARDS THE FAST GROWING ENTERPRISE
MARKET
CUPERTINO, CA AND ROCKVILLE, MD (JULY 27, 2000) - Symantec Corp. [Nasdaq: SYMC]
and AXENT Technologies, Inc. [Nasdaq: AXNT] today announced that their boards of
directors have approved the acquisition of AXENT(R) by Symantec in a
stock-for-stock transaction valued at approximately $975 million. The
combination of the two companies will create a new leader in Internet security
for enterprise customers.
Under the agreement, AXENT shareholders will receive in a tax-free exchange
0.50 shares of Symantec common stock for each share of AXENT common stock they
own. Based upon Symantec's closing price of $63.69 on Wednesday, July 26, 2000,
this represents a price of $31.84 per AXENT share. Symantec will issue
approximately 15.3 million shares of common stock to AXENT shareholders to
complete the transaction.
"Today's announcement is a major step forward in aggressively implementing
our enterprise strategy. As organizations continue to expand their e-business
initiatives and open up their infrastructure through the Internet, we believe
there will be an enormous market opportunity to provide security products and
services to protect these critical operations," said John W. Thompson,
chairman, president and chief executive officer of Symantec.
"Symantec's content security market leadership and established brand name
coupled with AXENT's enterprise relationships, complementary products and
security services position us to be the market leader. Together we will span
the needs of all customers from emerging businesses to the largest enterprises.
We expect the combination to deliver robust revenue growth over the next
several years," concluded Mr. Thompson.
John C. Becker, chairman and chief executive officer of AXENT, said, "Together
Symantec and AXENT share the vision to provide total computer security for our
customers. The Internet has dramatically changed the way enterprises conduct
business--extending boundaries all the way from the mainframe to a single laptop
of an always-connected mobile worker. The combination unites both the market
leading corporate security solutions of AXENT and the corporate/consumer
solutions of Symantec to protect the entire e-business delivery system. I look
forward to working with John Thompson and his team to execute our shared vision
and strategy."
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With the acquisition of AXENT, Symantec will significantly expand its revenue
and addressable markets. On a forecasted basis, the combined company is expected
to have pro forma revenues of approximately $1.0 billion for the twelve months
ending March 2001. By the quarter ending March 2001, Symantec projects that more
than 60% of those revenues will be derived from enterprise customers. In
addition, Symantec is forecasting revenue growth to increase from 20% in fiscal
year 2001 to 27% in fiscal year 2002 and 30% in fiscal year 2003.
With this transaction, Symantec's total market opportunity increases from $5.0
billion to $7.0 billion. IDC estimates that the $1.5 billion content security
market (which includes anti-virus and content scanning and filtering) is
expected to grow at a 32% compound annual growth rate (CAGR) to $4.0 billion by
2003. The $150 million vulnerability assessment and intrusion detection market
is expected to grow at a 48% CAGR to $1.0 billion by 2003. The $500 million
firewall market is expected to grow at a 26% CAGR to $2.0 billion by 2003.
As security industry leaders, Symantec and AXENT together offer customers a
broad range of complementary solutions and services. The combined company will
provide enterprise customers with comprehensive security solutions, including
the industry's leading virus protection, content filtering, host- and
network-based intrusion detection, vulnerability assessment and firewall
capabilities. In addition, the new company will combine service offerings to
provide a broad range of security services and consulting, leveraging one of the
largest dedicated teams of security experts in the industry.
The combination provides Symantec with important distribution, product and
market advantages. The transaction:
- Combines Symantec's award-winning virus protection products and
services with AXENT's Enterprise Security Manager(TM) and Prowler
IDS Series(TM), the industry's leading vulnerability assessment
and intrusion detection products;
- Provides Symantec early momentum in managed security services with
a complete offering and a $20 million, five-year contract win, the
industry's largest outsourced security services contract;
- Complements Symantec's recently announced Symantec Enterprise
Security products and service offerings;
- Extends the comprehensive enterprise security services, consulting
offerings and technical support of company security experts through
the global reach of a network of qualified security value added
resellers (VAR);
- Accelerates new product development with one of the largest teams
of security experts in the industry;
- Expands distribution channels and creates significant
cross-marketing opportunities between Symantec's mid-market and
enterprise customer base and AXENT's Fortune 50 customer base; and
- Combines Symantec's global reach, strong sales and extensive VAR
channels with AXENT's enterprise salesforce.
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The transaction is expected to be announced for under the purchase accounting
method. This combination is expected to turn accretive to Symantec's cash
earnings per share by the quarter ending December 2001. The acquisition is
conditioned upon, among other things, the approvals of the shareholders of both
companies and customary regulatory approvals. The transaction is expected to
close by the end of calendar year 2000.
Donaldson, Lufkin & Jenrette acted as financial advisor to Symantec. Heller
Ehrman White & McAuliffe LLP served as legal counsel to Symantec. Updata
Capital, Inc. and Chase H&Q acted as financial advisor to AXENT. Shaw Pittman
Potts Trowbridge acted as legal counsel to AXENT.
A webcast of the Symantec/AXENT analyst and investor conference call will be
available on the Internet at http://www.symantec.com and http://www.axent.com.
ABOUT AXENT(R)
AXENT Technologies, Inc., a global leader in information security, provides
e-security solutions that maximize its customers' business advantage. AXENT
delivers integrated products and expert services to assess, protect, enable and
manage business processes and information assets, as well as to facilitate trust
level management(TM) within its customers' environments. Through its unique
Lifecycle Security(TM) Methodology, combined with Smart Security Architecture,
AXENT delivers the "right" level of trusted e-security for customers.
Award-winning solutions offer assessment and policy compliance, firewall,
intrusion detection, authentication and authorization technology, virtual
private networking, Web access and single sign-on for enterprises and
e-businesses.
Headquartered in Rockville, MD, AXENT's customer-proven information security
solutions are used by 45 of the Fortune 50, one-third of the Fortune e-50, and
governments worldwide. Contact AXENT via e-mail at [email protected] or visit
AXENT's World Wide Web site at http://www.axent.com.
ABOUT SYMANTEC
Symantec, a world leader in Internet security technology, provides a broad range
of content and network security solutions to individuals and enterprises. The
company is a leading provider of virus protection, risk management, Internet
content and e-mail filtering, remote management and mobile code detection
technologies to customers. Headquartered in Cupertino, Calif., Symantec has
worldwide operations in more than 33 countries.
AXENT, AXENT Technologies, the AXENT logo, Enterprise Security Manager, trust
level management, and Lifecycle Security are trademarks or registered
trademarks, in the United States and certain other countries, of AXENT
Technologies, Inc. or its subsidiaries.
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This press release contains forward-looking statements. There are certain
important factors that could cause Symantec's future development efforts to
differ materially from those anticipated by some of the statements made above.
Among these are the anticipation of the growth of certain market segments, the
positioning of Symantec's products in those segments, the competitive
environment in the software industry, dependence on other products, changes to
operating systems and product strategy by vendors of operating systems, new
security threats and the importance of new Symantec products. Additional
information concerning those and other factors is contained in the "Risk
Factors" section of the company's annual report on Form 10-K for the fiscal
year ended March 31, 2000.
Where You Can Find Additional INformation
Investors and security holders of both Symantec and AXENT are advised to read
the joint proxy statement/prospectus regarding the business combination
transaction referenced in the foregoing information, when it becomes available,
because it will contain important information. Symantec and AXENT expect to
mail a joint proxy statement/prospectus about the transaction to their
respective stockholders. Such joint proxy statement/prospectus will be filed
with the Securities and Exchange Commission by both companies. Investors and
security holders may obtain a free copy of the joint proxy statement/prospectus
(when available) and other documents filed by the companies at the Securities
and Exchange Commission's web site at http://www.sec.gov The joint proxy
statement/prospectus and such other documents may also be obtained from
Symantec and AXENT by directing such requests to the respective addresses
listed above
Symantec and its officers and directors may be deemed to be participants in the
solicitation of proxies from AXENT's stockholders with respect to the
transactions contemplated by the agreement. Information regarding such officers
and directors is included in Symantec's filings with the Securities and
Exchange Commission, which may be obtained free of charge at the Securities and
Exchange Commission's Web site at http://www.sec.gov and from Symantec.
AXENT and its officers and directors may be deemed to be participants in the
solicitation of proxies from stockholders of AXENT with respect to the
transactions contemplated by the agreement. Information regarding such officers
and directors is included in AXENT's filings with the Securities and Exchange
Commission. These documents are available free of charge at the Securities and
Exchange Commission's Web site at http://www.sec.gov and from AXENT
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