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On Sept. 22, 2008, Secure announced its intention to sell the Company to McAfee (NYSE:MFE). Under the terms of the merger agreement, Secure shareholders would receive $5.75 in cash for every Secure share they tender, for a total sale price of approximately $465 million in cash, including preferred stock redemption. The proposed acquisition is subject to customary conditions and regulatory approvals.
However, according to an analyst that follows the Company, as recently as February, 2008, the Company announced that it had booked seven seven-digit deals -- two of which required some short-term price cuts that affected gross margin -- and 131 six-figure deals in Q4. Both were new records, set in a time of economic uncertainty, and in spite of top competitors such as Cisco, Websense, and EMC's RSA business unit. Secure expected per-share earnings to rise by 45% to 50% over each of the next two years. Somehow, Secure then generated only $2.9 million in operating cash flow in the following quarter, missing even the bottom level of its guided amount. Meanwhile, as noted by The Motley Fool, management embarked on a program which diluted outside shareholders by amending Secure's employee stock purchase plan.
The sales process the Company conducted was flawed given that, in contravention of their fiduciary duties to maximize shareholder value, the Company's Board agreed to a "no-shop" provision and a $16 million termination fee which effectively hinders superior offers by other interested bidders. In addition, the proposed merger comes at a time when Secure's stock is trading at a yearly low. During this calendar year, Secure' stock has traded at more than $9.40 a share. These provisions, taken together with other provisions in the merger agreement, and Secure's conduct in the months leading up to the proposed merger may result in damage to Secure shareholders by impeding the maximization of shareholder value.
If you currently own Secure common stock and would like a free consultation concerning your rights and interests, please contact Kip Shuman, Esq. or Rusty Glenn, Esq. toll-free at 866-974-8626 or email Mr. Shuman at kip@shumanlawfirm.com or Mr. Glenn at rusty@shumanlawfirm.com.
The Shuman Law Firm represents investors throughout the nation, concentrating its practice in securities class actions and shareholder derivative litigation.
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SOURCE: The Shuman Law Firm
The Shuman Law Firm Kip B. Shuman, Esq. kip@shumanlawfirm.com Rusty E. Glenn, Esq. rusty@shumanlawfirm.com 866-974-8626 Fax: 303-484-4886 www.shumanlawfirm.com 885 Arapahoe Avenue Boulder, CO 80203
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