Websense acquires SurfControl
(04/10/2007)

Websense, Inc. has closed its acquisition of SurfControl plc, as the scheme of arrangement relating to the recommended offer for SurfControl plc, at a price of 700 pence per share, has now become effective. The final purchase price is approximately £204 million, including deferred compensation and stock option expense.

As a result, Websense offers a set of content security solutions that intelligently protect customers from external malicious attacks and internal information leaks, delivered as downloadable software, on an appliance, and now as an on-demand hosted service. With the acquisition of SurfControl, Websense has doubled its customer base to more than 50,000 organisations worldwide and now protects content for more than 42 million employees.

The company's products now include a complete set of content protection solutions, including Web security, e-mail and spam filtering, and information leak prevention, tailored to meet the specific requirements of small, medium and enterprise-sized organisations. Over time, Websense plans to enhance SurfControl's on-demand platform to deliver other hosted content protection services, such as information leak prevention services and advanced Web security offerings based on Websense® ThreatSeeker(tm) technology.

SurfControl's on-demand platform also bolsters Websense's ability to discover Internet-based threats. Websense ThreatSeeker technology scans more than 600 million Web sites per week identifying and categorising Web-based security threats. SurfControl's on-demand platform, which processes more than 350 million emails per week, gives Websense more visibility into email-based threats such as spam. The combination of Websense and SurfControl technologies offers unparalleled Internet threat intelligence spanning both the Web and email.

"Over the last year, Websense dramatically expanded its product portfolio to offer a full range of content protection software, Web security, messaging security, and information leak prevention," said Brian Burke, Program Director, Security Products and Services, IDC. "Adding technologies and delivery platforms in high-growth content security markets provides its customers and channels with a broader range of security options. It also helps Websense further carve out its unique niche in the broader IT security market."

"Content is the lifeblood of business, and its value makes it the next battleground in security," said Gene Hodges, CEO, Websense. "Only Websense offers customers content protection solutions that combine deep knowledge of the Internet with precise understanding of their information to create powerful policies that govern who can use content, where it can go, and how it can get there. We will leverage these capabilities, as well as our increased scale and international reach, to drive continued innovation in content protection and meet the challenges of a changing threat environment."

Websense also announced a five-point pledge to SurfControl customers. Specifically, Websense pledged:
o support for SurfControl's flagship products - SurfControl® Web Filter and Mobile Filter - through 2011
o enhanced database functionality for SurfControl Web Filter and Mobile Filter by supplementing the SurfControl database with Websense's own comprehensive URL database of more than 30 million Web sites, including more than 200,000 high-risk sites by the first calendar quarter of 2008
o price protection for the first renewal of current SurfControl Web Filter and Mobile Filter
o continued investment and development in SurfControl E-mail Filter and SurfControl on-demand products, MailControl and WebDefense
o forums for on-going customer communication

"We hope to prove to SurfControl customers and resellers that Websense is a trustworthy partner with the vision, products, support and services to play an expanded role in their security strategy," added Hodges. "After five months of integration planning, we're ready to demonstrate our support for SurfControl customers and resellers and take the next steps to deliver on our vision and strategy."

The transaction is being financed through a combination of Websense's existing cash resources and a $210 million term loan under a syndicated senior credit facility arranged for by Morgan Stanley Senior Funding, Inc. and Bank of America NA as syndication agent. The term loan is expected to close on October 11, 2007.