SAN JOSE, Calif., July 8 /PRNewswire-FirstCall/ -- SonicWALL, Inc.
(Nasdaq: SNWL), a leading provider of IT security and data backup
and recovery solutions, today announced that it is mailing the
following letter to shareholders of record as of June 21, 2010 in connection with the Company's
July 23, 2010 Special Meeting of
Shareholders:
July 8, 2010
Dear SonicWALL Shareholder:
At SonicWALL, Inc.'s upcoming Special Meeting of Shareholders
scheduled for July 23, 2010 at
7:00 a.m. pacific time, you will be
asked to vote on the proposed merger 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 (the "Thoma
Bravo/Ontario Teachers' Merger" or "Merger").
The SonicWALL Board of Directors has unanimously determined
that the Thoma Bravo/Ontario Teachers' Merger and the other
transactions contemplated by the merger agreement, taken together,
are at a price and on terms that are fair to, advisable and in the
best interests of SonicWALL's shareholders. We urge you to
vote "FOR" the Merger on the enclosed proxy card today.
The Thoma Bravo/Ontario Teachers' Merger is the result of an
extensive and deliberate process undertaken by SonicWALL's Board
and management team, together with the assistance of outside
financial and legal advisors, to maximize value for all SonicWALL
shareholders. Under the terms of the Merger, SonicWALL
shareholders will receive $11.50 per
share in cash for each share of SonicWALL common stock that they
hold. The Merger represents a premium of approximately 28%
over the Company's closing price on June 2,
2010, the last trading day prior to announcement of the
Merger, and a premium of approximately 63% over the Company's
enterprise value as of that same date. The Merger is not
subject to a financing condition and is expected to close shortly
following the Special Meeting, if approved by the shareholders.
Following the announcement of the Merger, the SonicWALL Board
received an unsolicited third-party acquisition proposal, as
described in the Company's proxy statement for the upcoming Special
Meeting. On June 22, 2010,
SonicWALL entered into a confidentiality agreement, which included
a standstill provision, with the third-party and its financial
sponsors, and engaged in a two-week due diligence process. On
July 5, 2010, the third-party
informed SonicWALL that it no longer intends to pursue an
acquisition of the Company. The SonicWALL Board continues to
unanimously support the Thoma Bravo/Ontario Teachers' Merger and
continues to believe that the Merger is in the best interests of
the Company's shareholders.
Leading proxy advisory firm RiskMetrics Group recommends
SonicWALL shareholders vote "FOR" the Thoma Bravo/Ontario Teachers'
Merger.
On July 6, 2010, RiskMetrics
Group's ISS Proxy Advisory Services ("ISS"), the nation's leading
proxy advisory firm, issued a report recommending SonicWALL
shareholders vote "FOR" the Thoma Bravo/Ontario Teachers' Merger,
noting:
"Based on a review of the terms of the transaction and the
factors described below, in particular, the board's rationale, the
consideration represents a reasonable premium to the
pre-announcement market price, and the thorough sale process,
support for the merger agreement is warranted."(1)
Your vote is extremely important regardless of the number of
shares you own. Whether or not you plan to attend the
Special Meeting, we urge you to vote "FOR" the Thoma Bravo/Ontario
Teachers' Merger by signing, dating and returning the enclosed
proxy card at your earliest convenience (if you have not already
done so) or by voting over the Internet or by telephone.
Internet and telephone voting instructions can be found on
the enclosed proxy card. Please note: failure to vote or
abstaining from voting has the same effect as a vote against the
merger agreement.
If you have any questions or need assistance in voting your
shares, please call our proxy solicitor, MacKenzie Partners, Inc.
toll-free at (800) 322-2885, or call collect at (212) 929-5500.
Thank you for your continued support.
On behalf of the SonicWALL Board of Directors,
/s/ Matthew Medeiros
Matthew Medeiros
President and Chief Executive Officer
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.
If shareholders have any questions or need additional
copies of SonicWALL's materials, please call MacKenzie Partners
today at the phone numbers listed below.
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105 Madison Avenue
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New York, NY 10016
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SonicWALL@mackenziepartners.com
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TOLL-FREE (800) 322-2885
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CALL COLLECT (212) 929 5500
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Information regarding the solicitation of proxies
In connection with the proposed merger, SonicWALL has filed a
proxy statement and relevant documents concerning the proposed
merger with the SEC relating to the solicitation of proxies to vote
at a special meeting of shareholders called to approve the proposed
merger and the definitive proxy statement has been mailed to the
shareholders of SonicWALL. Shareholders of SonicWALL are
urged to read the proxy statement and related materials carefully
because they contain important information about SonicWALL and the
proposed merger. Shareholders may obtain a free copy of the
proxy statement and other relevant documents filed by SonicWALL
with the SEC at the SEC's website at www.sec.gov. In
addition, shareholders may obtain free copies of the documents
filed with the SEC by SonicWALL by contacting SonicWALL Investor
Relations by email at investor_relations@sonicwall.com or by phone
at +1 (408) 745-9600.
SonicWALL and its directors and certain executive officers may
be deemed to be participants in the solicitation of proxies from
SonicWALL shareholders in respect of the proposed merger.
Information about the directors and executive officers of SonicWALL
and their respective interests in SonicWALL by security holdings or
otherwise is set forth in its proxy statements and Annual Reports
on Form 10-K previously filed with the SEC. Investors may
obtain additional information regarding the interest of the
participants by reading the proxy statement regarding the
acquisition. Each of these documents is available for free at
the SEC's website at www.sec.gov and the SonicWALL Investor
Relations website at www.sonicwall.com/us/company/2166.html.
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.
(1) Permission to use quotations was neither sought nor
obtained.
Contacts:
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Investors
Kelly
Blough
Director
Investor Relations
(408)
962-6329
Kblough@sonicwall.com
Laurie
Connell / Amy Bilbija
MacKenzie
Partners, Inc.
(212)
929-5500
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Media
Jock
Breitwieser
Director
Public Relations
(408)
962-6165
jbreitwieser@sonicWALL.com
Matthew
Sherman / Tim Lynch / Jaime Wert
Joele
Frank, Wilkinson Brimmer Katcher
(212)
355-4449
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SOURCE SonicWALL, Inc.