DALLAS, June 12 /CNW/ -- Entrust, Inc. (Nasdaq: ENTU), on June 10, 2009,
filed a further update on the "go-shop" Process and Results and provided
additional supplemental disclosures.
"go-shop" Process and Results
During the "go-shop" period between April 12, 2009, and May 13, 2009, the
Company actively initiated, solicited and encouraged the submission of
acquisition proposals by third parties. During this time, the Company and its
advisors were in contact with 35 separate parties to discuss their interest in
making a proposal to acquire the Company. Out of the 35, 11 executed NDAs,
which then allowed the 11 parties access to non-public financial and company
information as well as access to the Company's management team for briefings
and financial due diligence sessions.
On May 14, 2009, Entrust announced that, as a result of the "go-shop"
process, it had received written, non-binding indications of interest from
three separate parties. One of the parties was a private equity firm and two
were modestly sized operating companies. Each of the non-binding indications
of interest contemplated a per share price payable to the Company's
stockholders higher than the per share price contemplated by the Merger
Agreement, but each was also subject to significant conditions, including
conducting due diligence, arranging financing and negotiation of definitive
agreements. After designating the three as "excluded parties" under the
Merger Agreement, the Company provided extensive due diligence materials to,
and continued discussions and negotiations with, each of these three parties
and their representatives as permitted under the Merger Agreement.
On June 11, 2009, Entrust announced that none of the parties who provided
a non-binding indication of interest presented an offer sufficient to
constitute a "superior proposal" within the meaning of the Merger Agreement or
that the board of directors considers likely to lead to a "superior proposal."
As a result, Entrust is no longer actively pursuing discussions with these
Reaffirmation of Board Recommendation
In view of the absence of any superior proposal and for all of the
reasons provided in the Definitive Proxy Statement for the transaction filed
with the SEC on May 12, 2009, the Entrust board of directors reaffirms its
view that that Merger contemplated by the Merger Agreement is fair to and in
the best interests of Entrust and its stockholders, and unconditionally
reaffirms its recommendation that all Entrust stockholders vote "FOR" the
approval of the Merger contemplated by the Merger Agreement at the special
meeting of stockholders to be held July 10, 2009.
The highlights of the additional supplemental disclosure are summarized
For the full Definitive Proxy Materials please go to
Recent Trading Price
With significant deal certainty in the Thoma Bravo transaction at the
$1.85 price, speculation resulted in inflated stock prices on the chance that
one or more of the three non-binding indications of interest would mature into
a binding offer at a more than $1.85 per share. As we've shared with our
shareholders previously, none of these indications of interest resulted in an
actual offer to purchase the Company.
The current price of $1.85 per share represents a premium of
approximately 22.5 percent to the average closing share price of the Company's
Common Stock for the 30 days prior to April 9, 2009, and a premium of
approximately 25.8 percent to the average closing price for the ninety trading
days prior to April 9, 2009.
Moreover, the downside risk of our stockholders voting against the
proposed transaction with Thoma Bravo could be significant. As described in
definitive proxy statement, the Company faces significant challenges operating
as a stand alone entity.
Timing of the Proposed Merger
We have heard some opinions that the proposed Merger consideration is
insufficient and that there is no necessary reason for the Company to be sold
at a low valuation at present, especially in light of the fact that the
Company received written indications of interest from two large strategic
buyers at greater than $1.85 per share. These objections, however, are not
based on the real facts.
The offers that they have referred to were highly contingent, non-binding
indications of interest that were delivered to the Company more than one year
ago. Both of these parties were approached by the Company's financial advisor
during the "go-shop" process and both declined to submit an indication of
interest. Further, neither party expressed interest in signing an NDA, or
speaking with the Strategic Planning Committee or Company management. These
companies have also made other acquisitions in the security space.
After a thorough two year process of evaluating strategic alternatives
available to the Company, the Thoma Bravo offer is the only one that led to a
definitive agreement. Our board of directors has determined that it is fair
to and in the best interest of the Company's stockholders and recommends that
you vote "FOR" the proposed Merger.
The Company believes the dissenting director mischaracterized certain of
the payments to be received upon completion of the Merger by some executives
of the Company as "success fees". The "success fees" actually represent
payments to the executives in lieu of contractually guaranteed larger payments
that the executives would have been eligible for under existing Severance &
Change in Control Agreements. Moreover, these executives have agreed to enter
into new severance arrangements that provide for substantially reduced
severance entitlements and no change in control bonuses.
The existing Severance & Change in Control Agreements, which were
designed in 2003, were approved by both the Company's board of directors and
Compensation Committee, and the dissenting director served on both of these
bodies, at the time they were implemented. The Severance & Change in Control
Agreements were designed to deal with CEO retention and to put in place
reasonably generous severance benefits for key officers to provide appropriate
incentives for their cooperation in completing a sale of the business, should
the board of directors determine to pursue such a transaction. The board of
directors believes that the agreements have fulfilled both functions.
Management Involvement in Negotiations
At the time the Company was negotiating the definitive Merger Agreement
with Thoma Bravo, the board of directors took two steps to ensure that there
was not a conflict of interest for the Company's senior management.
First, the Board of Directors separated the role of CEO and Chairman of
the Board. They also delegated authority to the Strategic Planning Committee
to negotiate the terms of the Merger Agreement, including the terms of the
"go-shop" provisions. The management did not negotiate any of the terms of
the definitive agreement with Thoma Bravo.
Additionally, when the "go-shop" process began, it was the Strategic
Planning Committee that led the process and negotiations, with the assistance
of the Company financial advisor, Barclays Capital. Management was involved
only as necessary to facilitate due diligence and only as approved by the
Strategic Planning Committee. Any allegation that management led the process
or engaged in conflicts of interest with respect to the process is entirely
unfounded and contrary to the findings of the board of directors.
Entrust (NASDAQ: ENTU) provides trusted solutions that secure digital
identities and information for enterprises and governments in 2,000
organizations spanning 60 countries. Offering trusted security for less,
Entrust solutions represent the right balance between affordability, expertise
and service. These include SSL, strong authentication, fraud detection,
digital certificates and PKI. For information, call 888-690-2424, e-mail
email@example.com or visit www.entrust.com.
Entrust is a registered trademark of Entrust, Inc. in the United States
and certain other countries. In Canada, Entrust is a registered trademark of
Entrust Limited. All Entrust product names are trademarks or registered
trademarks of Entrust, Inc. or Entrust Limited. All other company and product
names are trademarks or registered trademarks of their respective owners.
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 28 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.
Through a series of private equity funds, Thoma Bravo currently manages
approximately $2.5 billion of equity capital. In the software industry, Thoma
Bravo has completed 38 acquisitions across 12 platform companies with total
annual earnings in excess of $600 million. For more information on Thoma
Bravo, visit www.thomabravo.com.
Additional Information and Where You Can Find It
In connection with the proposed transaction, Entrust has filed a
definitive proxy statement and relevant documents concerning the proposed
transaction with the SEC. Investors and security holders of Entrust are urged
to read the proxy statement, including any amendments or updates, and any
other relevant documents filed with the SEC because they contain important
information about Entrust and the proposed transaction. The proxy statement
and any other documents filed by Entrust with the SEC may be obtained free of
charge at the SEC's Web site at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with the SEC by
Entrust by contacting Entrust Investor Relations at firstname.lastname@example.org
or via telephone at 972-728-0424. Investors and security holders are urged to
read the proxy statement and the other relevant materials before making any
voting or investment decision with respect to the proposed transaction.
Entrust and its directors, executive officers and certain other members
of its management and employees may, under SEC rules, be deemed to be
participants in the solicitation of proxies from Entrust's stockholders in
connection with the transaction. Information regarding the interests of such
directors and executive officers (which may be different then those of
Entrust's stockholders generally) is included in Entrust's proxy statements
and Annual Reports on Form 10-K, previously filed with the SEC, and
information concerning all of Entrust's participants in the solicitation is
included in the proxy statement relating to the proposed transaction. Each of
these documents is available free of charge at the SEC's Web site at
www.sec.gov and from Entrust Investor Relations at www.entrust.com/investor.
For further information:
For further information: ENTRUST CONTACTS, Investor Relations, David E.
Rockvam, Chief Marketing Officer and Investor Relations of Entrust, Inc.,
+1-972-728-0424, email@example.com; or Media, David J. Chamberlin,
Media Relations, +1-214-669-7299, firstname.lastname@example.org, for
Entrust, Inc.; or THOMA BRAVO CONTACTS, Thoma Bravo, Amber Roberts of LANE PR,
+1-917-639-4114, email@example.com, for Thoma Bravo Web Site: