- Combines Norton, the #1 Consumer
Security brand, and LifeLock, a leading Identity Protection
provider
- Combination will expand addressable
market, broaden value proposition, and enable sustainable consumer
segment revenue and profit growth
- Company reaffirms fiscal year 2017
non-GAAP financial guidance
- Company reaffirms fiscal year 2018
non-GAAP EPS guidance; acquisition expected to be accretive to
FY2019 non-GAAP EPS
Symantec Corp. (NASDAQ:SYMC) and LifeLock, Inc. (NYSE:LOCK)
today announced that they have entered into a definitive agreement
for Symantec to acquire LifeLock for $24 per share or $2.3 billion
in enterprise value. The deal, which was approved by the boards of
directors of both companies, is expected to close in the first
calendar quarter of 2017, subject to customary closing conditions
including LifeLock stockholder approval.
In the last year, one third of American citizens and over 650
million people globally were the victims of cybercrime.
Consequently, more and more consumers are concerned about digital
safety, an estimated $10 billion market growing in the high single
digits. In the United States alone, the estimated total addressable
market is 80 million people.
“As we all know, consumer cybercrime has reached crisis levels.
LifeLock is a leading provider of identity and fraud protection
services, with over 4.4 million highly-satisfied members and
growing. With the combination of Norton and LifeLock, we will be
able to deliver comprehensive cyber defense for consumers,” said
Greg Clark, Symantec’s CEO. “This acquisition marks the
transformation of the consumer security industry from malware
protection to the broader category of Digital Safety for
consumers.”
Symantec’s acquisition of LifeLock brings together the #1 leader
in consumer security with a leading provider of identity protection
and remediation services. The combination will create the world’s
largest consumer security business with over $2.3 billion in annual
revenue based on last fiscal year revenues for both companies.
“People’s identity and data are prime targets of cybercrime. The
security industry must step up and defend through innovation and
vigilance,” said Dan Schulman, Symantec’s Chairman of the Board.
“With the acquisition of LifeLock, Symantec adds a new dimension to
its protection capabilities to address the expanding needs of the
consumer marketplace.”
“After a thorough review of a broad range of alternatives, our
board of directors unanimously concluded that Symantec is the ideal
strategic partner for LifeLock and offers our shareholders a
significant premium for their investment, at closing,” said Hilary
Schneider, CEO of LifeLock. “Together with Symantec we can deploy
enhanced technology and analytics to provide our customers with
unparalleled information and identity protection services. We are
very pleased to have reached an outcome that serves the best
interests of all LifeLock stakeholders.”
By offering each of the company’s respective customer bases a
broader digital safety solution, Symantec expects to achieve
additional revenue upside through higher ASPs and improved
retention rates.
Symantec expects to finance the transaction with cash on the
balance sheet and $750 million of new debt. Symantec’s board of
directors has also increased the company’s share repurchase
authorization from approximately $800 million to $1.3 billion, with
up to $500 million in repurchases targeted by the end of fiscal
2017.
Given the expected closing in the first calendar quarter of
2017, Symantec expects the transaction to have no impact to its
quarter ending December 30, 2016. The transaction is also not
expected to have a material impact to Symantec’s fiscal year 2017
financial results, and the company is reaffirming its prior fiscal
year 2017 financial guidance at this time: non-GAAP revenue of
$4,040 - $4,120 million; non-GAAP operating margin of 27-29%; and
non-GAAP earnings per share of $1.12-$1.18. The company is also
reaffirming its prior fiscal year 2018 non-GAAP earnings per share
guidance of $1.70-$1.80. Symantec expects the transaction to be
accretive to non-GAAP earnings per share in fiscal year 2019.
The transaction is subject to the satisfaction of customary
closing conditions, including regulatory approval in the United
States and LifeLock stockholder approval.
Citi and J.P. Morgan Securities, LLC are serving as co-lead
financial advisors to Symantec’s Board of Directors (in
alphabetical order). Bank of America, Barclays, Citi, J.P.
Morgan, Merrill Lynch and Wells Fargo are acting as financial
advisors and are providing debt financing commitments to Symantec
(in alphabetical order). Fenwick & West LLP is acting as legal
advisor to Symantec in connection with the acquisition, and Fenwick
& West LLP and Simpson Thacher & Bartlett LLP are acting as
legal advisors to Symantec in connection with the debt financing.
Goldman, Sachs & Co. is acting as financial advisor to
LifeLock. Wilson Sonsini Goodrich & Rosati and Skadden,
Arps, Slate, Meagher & Flom LLP are acting as legal advisors to
LifeLock.
Conference Call
Management will discuss the details of this transaction on a
conference call scheduled for Monday, November 21, 2016 at 5:30 AM
PT/8:30 AM ET. Interested parties may access the conference call on
the Internet at http://www.symantec.com/invest. To listen to the
live call, please go to the website at least 15 minutes early to
register, download and install any necessary audio software. For
telephone access to the conference, call (877) 475-6198 within the
United States or (970) 297-2372 from outside the United States.
Please call 15 minutes early on November 21 and give the operator
conference ID number 24263402. A replay and our prepared remarks
will be available on the investor relations home page shortly after
the call is completed.
About Symantec
Symantec Corporation (NASDAQ: SYMC), the world’s leading cyber
security company, helps organizations, governments and people
secure their most important data wherever it lives. Organizations
across the world look to Symantec for strategic, integrated
solutions to defend against sophisticated attacks across endpoints,
cloud and infrastructure. Likewise, a global community of more than
50 million people and families rely on Symantec’s Norton suite of
products for protection at home and across all of their devices.
Symantec operates one of the world’s largest civilian cyber
intelligence networks, allowing it to see and protect against the
most advanced threats. For additional information, please visit
www.symantec.com or connect with us on Facebook, Twitter, and
LinkedIn.
NOTE TO EDITORS: If you would like additional information on
Symantec Corporation and its products, please visit the Symantec
News Room at http://www.symantec.com/news. All prices noted are in
U.S. dollars and are valid only in the United States.
Symantec and the Symantec Logo are trademarks or registered
trademarks of Symantec Corporation or its affiliates in the U.S.
and other countries. Other names may be trademarks of their
respective owners.
About LifeLock
LifeLock, Inc. (NYSE: LOCK) is a leading provider of proactive
identity theft protection services for consumers and consumer risk
management services for enterprises. LifeLock’s threat detection,
proactive identity alerts, and comprehensive remediation services
help provide peace of mind for consumers amid the growing threat of
identity theft. Leveraging unique data, science and patented
technology from ID Analytics, LLC, a wholly owned subsidiary,
LifeLock offers identity theft protection that goes significantly
beyond credit monitoring. As part of its commitment to help fight
identity theft, LifeLock works to train law enforcement and
partners with a variety of non-profit organizations to help
consumers establish positive habits to combat this threat.
Forward-Looking Statements
This press release contains statements which may be considered
forward-looking within the meaning of the U.S. federal securities
laws, including statements regarding Symantec’s financial guidance
and the acquisition of LifeLock, Inc. and the time frame in which
this will occur, Symantec’s financing of the acquisition and the
expected benefits to Symantec, LifeLock, and their respective
customers, stockholders and investors from completing the
acquisition, including without limitation expected revenue and
subscriber growth, improvements to total addressable market and
value proposition, future product innovation, earnings accretion
and cost savings, statements regarding cost reduction, integration
and synergy efforts, and the potential benefits to be derived
therefrom. These statements are subject to known and unknown risks,
uncertainties and other factors that may cause our actual results,
performance or achievements to differ materially from results
expressed or implied in this press release. Such risk factors
include those related to: obtaining required regulatory clearances
and LifeLock stockholder approval and the satisfaction of other
closing conditions, the potential impact on the businesses of
LifeLock and Symantec due to uncertainties regarding the
acquisition; the retention of employees of LifeLock and the ability
of Symantec to successfully integrate LifeLock and to achieve
expected benefits; general economic conditions; the ability of
Symantec to successfully execute strategic plans; maintaining
customer and partner relationships; anticipated growth of certain
market segments; fluctuations in tax rates and currency exchange
rates; the timing and market acceptance of new product releases and
upgrades; and the successful development of new products and
integration of acquired businesses, and the degree to which these
products and businesses gain market acceptance. Actual results may
differ materially from those contained in the forward-looking
statements in this press release. Neither Symantec nor LifeLock
assume any obligation, and do not intend, to update these
forward-looking statements or reasons why results might differ as a
result of future events or developments. Additional information
concerning these and other risk factors is contained in the Risk
Factors section of Symantec’s Form 10-K for the year ended April 1,
2016 and the Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2016 and in the Risk Factors section of
LifeLock Form 10-K for the year ended December 31, 2015 and the
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2016.
Additional Information About the Merger
In connection with the proposed merger, LifeLock will file a
proxy statement with the SEC. The definitive proxy statement will
be mailed to LifeLock stockholders and will contain important
information about the proposed merger and related matters. LIFELOCK
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY WHEN IT
BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
WITH RESPECT TO THE PROPOSED MERGER BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE
MERGER. LifeLock stockholders are advised that they may obtain free
copies of the proxy statement filed by LifeLock with the SEC (when
this document becomes available) on the SEC’s website at
http://www.sec.gov. In addition, free copies of the proxy statement
may be obtained (when this document becomes available) from
LifeLock’s website at http://investor.LifeLock.com or from LifeLock
by written request to Investor Relations, 60 East Rio Salado
Parkway, Suite 400, Tempe, AZ 85281.
Additionally, LifeLock and Symantec will file other relevant
materials in connection with the proposed acquisition of LifeLock
by Symantec pursuant to the terms of an Agreement and Plan of
Merger by and among, Symantec, L1116 Merger Sub, Inc., a wholly
owned subsidiary of Symantec, and LifeLock Symantec, LifeLock and
their respective directors, executive officers and other members of
their management and employees, under SEC rules, may be deemed to
be participants in the solicitation of proxies of LifeLock
stockholders in connection with the proposed merger. Investors and
security holders may obtain more detailed information regarding the
names, affiliations and interests of certain of Symantec’s
executive officers and directors in the solicitation by reading
Symantec’s most recent Annual Report on Form 10-K, which was filed
with the SEC on May 20, 2016 and the proxy statement and other
relevant materials filed with the SEC when they become available.
Information concerning the interests of LifeLock’s participants in
the solicitation, which may, in some cases, be different than those
of LifeLock’s stockholders generally, will be set forth in the
proxy statement relating to the merger when it becomes
available.
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version on businesswire.com: http://www.businesswire.com/news/home/20161120005053/en/
Symantec Corp.Media:Kristen Batch,
650-527-5152kristen_batch@symantec.comorInvestors:Jonathan
DorosJonathan_Doros@symantec.comorNate
Pollacknate_pollack@symantec.comLifeLock,
Inc.Investors:Jamison Manwaring
480-457-5168Investor.relations@lifelock.com
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