Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Current Report 5 14K
2: EX-2.1 Stock Exchange Agreement, Dated January 13, 1997 28 101K
3: EX-4.1 Registration Rights Agreement 8 32K
4: EX-99.1 Press Release, Dated January 30, 1997 4 11K
EX-99.1 — Press Release, Dated January 30, 1997
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EXHIBIT 99.1
PRESS RELEASE
[MCAFEE LETTERHEAD]
Contacts:
Mark Coker
Dovetail Public Relations
(408) 395-3600
Peter Watkins
McAfee
FOR IMMEDIATE RELEASE (408) 653-3043
MCAFEE TO ACQUIRE JADE KK,
A LEADING JAPANESE ANTI-VIRUS SOFTWARE DEVELOPER
EXTENDS MCAFEE PRESENCE IN JAPANESE INFORMATION TECHNOLOGY MARKET
SANTA CLARA, CALIF. (JANUARY 30, 1997) -- McAfee (Nasdaq: MCAF), a leading
vendor of network security and management software, today announced that it has
signed a definitive agreement to acquire Jade KK, a leading anti-virus software
vendor with offices in Tokyo and Osaka, Japan.
The acquisition of Jade is the Company's latest move to expand
its presence in the lucrative Japanese information technology market. Last
month, McAfee opened its first Japanese office and hired Masahiro Kano, a
veteran of Softbank, Novell and WordPerfect, as president of McAfee Japan.
The acquisition of Jade establishes McAfee as one of Japan's
leading vendors of anti-virus software while augmenting McAfee's global network
of anti-virus research facilities. Jade, which produces the widely sold Scan
Vaccine and Virus Rescue products, has the leading marketshare in the Japanese
government market.
Under the terms of the acquisition, which is expected to be
completed in March, McAfee will exchange shares of newly issues McAfee common
stock valued at $17,000,000 for all outstanding stock in the privately held
Jade. The number of shares
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MCAFEE ACQUIRES JAPAN'S SECOND LARGEST ANTI-VIRUS SOFTWARE VENDOR, PAGE 2 OF 3
to be issued will be determined based on the average closing price for a period
prior to the acquisition's close. McAfee expects to issue approximately
360,000 shares for the acquisition of Jade. The transaction will be accounted
for as a pooling of interests.
Jade management, including Seiji Murakami, Jade's founder,
president and chairman, will continue as McAfee employees. Mr. Murakami will
become chairman of McAfee Japan, joining Masahiro Kano, McAfee Japan president,
as a valued member of the McAfee Japan executive management team. Mr. Murakami
will also continue his work as the lead anti-virus researcher for MITI, the
Ministry of International Trade and Industry.
"The merger of our companies will allow McAfee and Jade to
cooperatively achieve more than either company could achieve individually,"
said Masahiro Kano. "By joining McAfee and Jade, we have built our resources
to exploit the emerging market opportunities here in Japan and Asia."
"Japan is the world's second largest information technology
market," said Bill Larson, McAfee's president, chairman, and CEO. "Our
acquisition of Jade provides McAfee with a solid foothold in the Japanese
anti-virus market, while providing us an expanded foundation by which to grow
our security, help desk, and network management product lines."
This news release contains forward looking statements that
involve risks and uncertainties including risks associated with international
operations and the risks associated with the acquisition such as integrating
the personnel and products of Jade. Actual results may vary materially from
those currently anticipated. For a more detailed description of the risks
involved see the "Risk Factors" included in the Company's Annual Report on Form
10K as filed with the SEC on March 25, 1996.
Founded in 1991, Jade is a leading vendor of anti-virus
software in Japan. The company currently employs a staff of over 50 anti-virus
researchers, salespersons, and customer support representatives. Jade
customers include Fujitsu, Toyota, NTT, Honda
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MCAFEE ACQUIRES JAPAN'S SECOND LARGEST ANTI-VIRUS SOFTWARE VENDOR, PAGE 3 OF 3
Motors, Mitsui, Sumitomo, and the Japanese Ministry of Finance. Several
leading PC systems manufacturers, including NEC, Hitachi, Sharp, Epson and
Matsushita, currently bundle Jade's anti-virus software.
Founded in 1989, McAfee is a leading worldwide vendor of
Network Security and Management products for enterprise networks. The Company
is also a leader in Internet and Web-based electronic software distribution.
McAfee is headquartered in Santa Clara, California and can be reached by phone
at (408) 988-3832 or by fax at (408) 970-9727. McAfee's Web address is
http://www.mcafee.com.
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Dates Referenced Herein and Documents Incorporated by Reference
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