SAN JOSE, Calif., July 23 /PRNewswire-FirstCall/ -- SonicWALL, Inc.
(Nasdaq: SNWL), a leading provider of IT security and data backup
and recovery solutions, has announced the results of the Company's
Special Meeting of Shareholders held today. The SonicWALL
shareholders voted overwhelmingly to approve the principal terms of
the merger agreement entered into on June
2 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, and to approve the merger contemplated by the merger
agreement. The merger is expected to close today.
"We are very pleased with the outcome of today's shareholder
vote," said Matthew Medeiros,
SonicWALL's president and CEO. "On behalf of SonicWALL's Board and
management team, I want to thank our shareholders, customers and
hard-working, dedicated employees for their support throughout this
process. We look forward to moving ahead with our partnership with
Thoma Bravo and Teachers' Private Capital, and a seamless
transition."
"Thoma Bravo and Teachers' Private Capital are excited to build
upon SonicWALL's success as a leader and innovator in the IT
security industry, and bring our extensive experience in growing
software businesses to the Company," said Seth Boro, a Principal at Thoma Bravo.
"We look forward to supporting SonicWALL's organic growth
initiatives and pursuing a consolidation strategy in tandem," said
Neil Petroff, Teachers' Executive
Vice-President and Chief Investment Officer.
Under the terms of the agreement, SonicWALL shareholders are
entitled to receive $11.50 in cash
for each share of SonicWALL common stock that they hold, without
interest and less any applicable withholding taxes. Letters of
transmittal allowing SonicWALL shareholders of record to deliver
their shares to the paying agent in exchange for payment of the
merger consideration will be distributed shortly after the closing.
SonicWALL shareholders who hold shares through a bank or broker
will not have to take any action to have their shares converted
into cash, as such conversions will be handled by the bank or
broker.
With the closing of the transaction, SonicWALL stock will cease
to trade on the NASDAQ and will be delisted.
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. Kirkland & Ellis LLP provided legal
counsel to Thoma Bravo. Credit Suisse arranged the debt
financing in support of the transaction.
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/.
About Thoma Bravo, LLC
Thoma Bravo is a leading private equity investment firm that has
been providing equity and strategic support to experienced
management teams building growing companies for more than 29 years.
The firm originated the concept of industry consolidation
investing, which seeks to create value through the strategic use of
acquisitions to accelerate business growth. Thoma Bravo applies its
investment strategy across multiple industries with particular
focus on the software and services sectors. In the software
industry, Thoma Bravo has completed more than 50 acquisitions
across 15 platform companies with total annual earnings in excess
of $700 million. For more information
on Thoma Bravo, visit www.thomabravo.com.
About Teachers' Private Capital
Teachers' Private Capital, the private investment department of
the Ontario Teachers' Pension Plan, is one of the world's largest
private equity investors, having participated as a long-term
investor in numerous transactions in Canada, the United
States and Europe. Current
investments of Teachers' Private Capital include: Acorn Care &
Education, Alliance Laundry Systems, Aquilex Corporation, General
Nutrition Centers, Inc., Easton-Bell
Sports, Exal Group, GCAN Insurance, Maple Leaf Sports &
Entertainment, Munchkin, National Bedding Company (Serta) and
Simmons Bedding Company, among others. Teachers' Private Capital
provides long-term, flexible capital and support to high-quality
management teams seeking to grow and add value to their businesses
over time.
With net assets of C$96.4 billion
at December 31, 2009, the Ontario
Teachers' Pension Plan is an independent organization responsible
for investing the pension fund and administering the pensions of
Ontario's 289,000 active and
retired teachers. For more information visit www.otpp.com or
www.teachersprivatecapital.com.
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 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.
SOURCE SonicWALL, Inc.