Websense Acquisition of SurfControl Receives Clearance from U.K. Office of Fair Trading


Transaction Expected to Close in October 2007

SAN DIEGO, July 6 / -- Websense, Inc. (NASDAQ:WBSN) today announced that the U.K. Office of Fair Trading (OFT) has decided not to refer the proposed acquisition of SurfControl PLC to the Competition Commission, thereby granting merger control clearance. The pre-conditions to the acquisition now have been met, and the companies expect to make the Scheme Document available to SurfControl shareholders shortly.

"The satisfaction of the pre-conditions to the offer represents a significant milestone in the acquisition process," stated Gene Hodges, CEO, Websense. "We now are confident we will be able to complete the transaction within a four month window, with anticipated closing in October of this year."

The transaction will not proceed if the Conditions (set out in full in Part C of Appendix I to the Rule 2.5 Announcement, available on the Web at www.websense.com/acquisition) have not been satisfied or, where permitted, waived by July 26, 2008, or such later date (if any) as SurfControl, Websense and Websense SC Operations Limited may, with the consent of the U.K. Takeover Panel, agree. These conditions include, but are not limited to, approval of the Scheme by a majority of holders of SurfControl shares, representing not less than three-quarters of shares outstanding.

Websense, Inc. (NASDAQ:WBSN), protects more than 25 million employees from external and internal computer security threats. Using a combination of preemptive ThreatSeeker(TM) malicious content identification and categorization technology and information leak prevention technology, Websense helps make computing safe and productive. Distributed through its global network of channel partners, Websense software helps organizations block malicious code, prevent the loss of confidential information and manage Internet and wireless access. For more information, visit http://www.websense.com/.

This press release should be read in conjunction with, and is subject to, the full text of the Rule 2.5 announcement. This announcement does not constitute an offer or invitation to purchase any securities. SurfControl shareholders are advised to read carefully the formal documentation in relation to the Proposal once it has been dispatched.

Terms used but not defined in this announcement shall have the meanings given to them in the Rule 2.5 Announcement available at http://www.websense.com/acquisition.

All Topics