Barracuda Networks Increases Bid to Acquire Sourcefire; Aims to Pursue a Mutually...

Tue Jun 24, 2008 9:00pm EDT
 
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Barracuda Networks Increases Bid to Acquire Sourcefire; Aims to Pursue a Mutually Acceptable Agreement

CAMPBELL, Calif.--(Business Wire)--
Barracuda Networks Inc., the worldwide leader in email and Web
security appliances, today announced that it has increased it's offer
to acquire Open source innovator and SNORT(R) creator, Sourcefire Inc.
(Nasdaq:FIRE), to $8.25 per share in cash. Barracuda Networks first
made this proposal to Sourcefire in a confidential letter to
Sourcefire Chairman Joseph R. Chinnici on June 9. The letter also
repeated invitations to engage in discussions that would help
Barracuda Networks understand where additional value might be found
that could enable Barracuda Networks to further increase its proposed
price.

   Sourcefire declined Barracuda Networks' June 9 proposal in a
letter dated June 18, shortly following Sourcefire's announcement that
John C. Burris would replace Wayne Jackson as the company's CEO. The
letter stated that the Sourcefire board believes the Barracuda
Networks proposal is not in the best interest of Sourcefire and its
stockholders and that the "Board is confident that Mr. Burris will
build upon our strategic plans to take Sourcefire to the next level to
maximize stockholder value."

   "We genuinely believe that it is in the best interests of
Sourcefire's stockholders for the board to accept Barracuda Networks'
proposal and enter into meaningful discussions with Barracuda Networks
regarding the terms of a transaction," said Dean Drako, Barracuda
Networks President and CEO. "Despite their refusal of our revised
proposal, we hope to continue dialogue with the Sourcefire board and
Mr. Burris to reach mutually agreeable terms."

-0-
*T
Below is the text of the June 9 letter from Barracuda Networks to
 Sourcefire:

June 9, 2008

Joseph R. Chinnici, Chairman
The Board of Directors
Sourcefire Inc.
9770 Patuxent Woods Dr.
Columbia, MD 21046

Dear Joseph:

Thank you for your call the other day. It was helpful to learn of your
 perspective on Sourcefire and its value. Your comments contributed to
 a better understanding of the basis of your thoughts. As a follow-up,
 I want to take this opportunity to reiterate several of the points
 made previously and to revise our proposal.

As has been disclosed, Barracuda Networks is interested in acquiring
 Sourcefire because we believe that a combination of our companies
 makes strategic sense and is in the best interests of Sourcefire's
 stakeholders. Over the past few months we have had discussions with
 Wayne Jackson and with some of your fellow directors in an
 unsuccessful effort to enter in to negotiations regarding such a
 combination.

In our letter to Wayne Jackson dated May 27, 2008, we offered $7.50
 per share, a meaningful premium to the trading and enterprise value
 of Sourcefire at the time. We based our offer on the best available
 information that we had about Sourcefire and its prospects and how
 the combined businesses could operate together. In our discussion,
 you indicated that our proposal does not reflect the total value of
 Sourcefire. Obviously, if we are relying exclusively on publicly
 available information, the tendency may be to accord less value than
 insiders perceive because it is not possible to assess fully the
 prospects and risks inherent in the business. We are prepared to
 raise our offer to $8.25 per share at this time and we are interested
 in working together with you and your team, pursuant to an
 appropriate Non-Disclosure Agreement, to understand where additional
 value may be found. Appropriately informed, we are prepared to
 continue the discussion of fair consideration to the Sourcefire
 shareholders.

We believe that, working together, we can consummate a transaction
 that enhances value for the Sourcefire shareholders, with minimal
 disruption to your organization. Further, we do not expect any
 financing contingencies or extensive regulatory hurdles to completing
 this transaction. We have engaged Needham & Company, LLC and Wilson,
 Sonsini, Goodrich & Rosati as our financial and legal advisors and
 they are standing by to commence the due diligence investigation and
 facilitate our informed discussion of valuation.

We would like to enter into a NDA and to work with you and the
 management team to identify areas of value and to create a
 transaction that enhances value for our respective shareholders.

I look forward to your response.

Respectfully,

Dean Drako
President and CEO
Barracuda Networks Inc.
*T

   About Barracuda Networks Inc.

   Barracuda Networks Inc. is the worldwide leader in email and Web
security appliances. Barracuda Networks also provides world-class IM
protection, application server load balancing, Web application
security, and message archiving appliances. More than 50,000
companies, including Coca-Cola, FedEx, Harvard University, IBM,
L'Oreal, and Europcar, are protecting their networks with Barracuda
Networks' solutions. Barracuda Networks' success is due to its ability
to deliver easy to use, comprehensive solutions that solve the most
serious issues facing customer networks without unnecessary add-ons,
maintenance, lengthy installations or per user license fees. Barracuda
Networks is privately held with its headquarters in Campbell, Calif.
Barracuda Networks has offices in eight international locations and
distributors in more than 80 countries worldwide. For more
information, please visit www.barracuda.com.

Barracuda Networks Inc.
Kylie Heintz, 408-342-5440
kheintz@barracuda.com

Copyright Business Wire 2008

 

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