Pursuant to Rule 425
under the Securities Act of 1933 and
deemed filed pursuant to Rule 14d-2(b) under
the Securities Exchange Act of 1934
Filing Person: Networks Associates, Inc.
Subject Company: McAfee.com Corporation
Subject Company's Commission File No.: 00-28247
Date: March 18, 2002
On March 18, 2002, Network Associates, Inc. issued the following press release:
Network Associates Announces Plans to Acquire Publicly Held Shares of
McAfee.com
SANTA CLARA, Calif., March 18 / -- Network Associates, Inc. (NYSE: NET) today
announced that it plans to commence an exchange offer for all outstanding
publicly held shares of Class A common stock of McAfee.com (Nasdaq: MCAF).
Network Associates currently owns approximately 75% of McAfee.com.
"This recombination is intended to deliver on the promise we made 14 months ago
to focus Network Associates on customer needs, eliminate confusion across
business units, and streamline our operations,"' said George Samenuk, chairman
and CEO of Network Associates. "We believe this move is good for customers,
allowing us to combine the powerful Network Associates security technologies
with the innovative services and distribution offered by McAfee.com."
"Through their ownership of Network Associates shares, McAfee.com stockholders
will have the opportunity to continue to participate in McAfee.com's business as
well as Network Associates' ongoing new product roll-outs and strategic business
initiatives," added Samenuk. Network Associates intends on filing an exchange
offer with the Securities and Exchange Commission on or about March 25, 2002,
through which Network Associates would acquire all of the outstanding publicly
held shares of McAfee.com Class A common stock.
McAfee.com stockholders will be offered 0.675 shares of Network Associates
common stock in a tax-free exchange for each outstanding share of McAfee.com
Class A common stock. Based on a per share closing price of $27.61 for Network
Associates common stock and $15.54 for McAfee.com Class A common stock on March
15, 2002, the offer represents a value of approximately $18.64 per share of
McAfee.com Class A common stock, or a premium of approximately 20% over
McAfee.com's closing stock price on March 15, 2002. The offer will be
conditioned on the tender of a sufficient number of McAfee.com Class A shares
such that, after the offer is completed, Network Associates would own at least
90% of all outstanding shares of McAfee.com common stock as well as other
customary conditions. If the conditions to the offer are met and the offer is
completed, Network Associates will effect a "short-form" merger of McAfee.com
with a Network Associates subsidiary. In the merger, each remaining McAfee.com
Class A share will be exchanged (unless holders perfect appraisal rights under
Delaware law) into the same number of shares of Network Associates common stock
as is paid in the exchange offer.
If completed, the offer and merger are expected to result in a $0.01 per share
reduction in the 2002 pro forma earnings for the consolidated entity, due to the
issuance of approximately 8 million shares in the transaction. 2002 pro forma
earnings for the consolidated entity include Network Associates' and
McAfee.com's previously announced expected operating results for 2002 and
exclude interest expense on Network Associates' convertible debt, amortization
expense, compensation charges relating to employee stock options and one-time
charges.
Network Associates will host a conference call today at 8:30 a.m. Eastern time,
5:30 a.m. Pacific time. Participants should call (888) 603-6977 (domestic) or
(712) 257-2860 (international), pass code: NET. Attendees should dial in at
least 15 minutes prior to the conference call. A playback of the call will be
available through May 17, 2002 by calling (888) 299-2239 (domestic), (402)
998-1228 (international), pass code: NET.
Additional Information and Where to Find It
In connection with the proposed transaction, Network Associates will file an
exchange offer prospectus and related materials with the Securities and Exchange
Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THIS DOCUMENT AND
RELATED MATERIALS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of the
exchange offer prospectus (when available) and other documents filed by Network
Associates with the Commission at the Commission's web site at
http://www.sec.gov. Free copies of the exchange offer prospectus, once
available, as well as Network Associates' related filings made with the
Commission, may also be obtained from Network Associates by directing a request
to Network Associates' Investor Relations Department at: 3965 Freedom Circle,
Santa Clara, CA 95054.
About Network Associates
With headquarters in Santa Clara, Calif., Network Associates, Inc. is a leading
supplier of network security and availability solutions. Network Associates is
comprised of three product groups: McAfee Security, delivering world-class
anti-virus and security products; Sniffer Technologies, a leader in network
availability and system security; and Magic Solutions, a leader in innovative
service management solutions. For more information, Network Associates can be
reached at 972-308-9960 or on the Internet at http://www.nai.com.
Safe Harbor Statement
The foregoing news release contains forward-looking statements. Forward- looking
statements include those regarding Network Associates' exchange offer, the
anticipated benefits of the recombination of Network Associates and McAfee.com,
expected operating results for 2002 and the financial impact of the exchange
offer on 2002 pro forma operating results for the
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consolidated entity. Neither Network Associates nor McAfee.com has updated prior
guidance as to expected 2002 operating results, and the statements in this news
release should not be construed as an update of such guidance. Actual results
may vary, perhaps materially, from those contained in the forward-looking
statements and the expected results may not occur. Actual operating results for
Network Associates and McAfee.com may differ from prior guidance. Network
Associates may not realize the expected benefits from the recombination with
McAfee.com and, if the offer and merger occur, 2002 pro forma operating results
for the consolidated entity may be impacted by more than $0.01 per share.
Network Associates may not commence or complete the exchange offer or merger
described in this news release. Investors should read Network Associates'
prospectus and tender offer statement, when these documents are available,
describing the proposed exchange offer and merger and the documents incorporated
therein for a more detailed discussion of the offer and merger and the
associated risks and uncertainties. Network Associates is under no obligation
and does not intend to update any of these forward-looking statements, even if
experience or future changes make it clear that any proposed results experienced
or implied therein will not be realized.
Additional Information
In connection with the exchange offer, Network Associates, Inc. expects to
file an exchange offer prospectus and a registration statement on Form S-4 with
the Securities and Exchange Commission. INVESTORS AND STOCKHOLDERS ARE ADVISED
TO READ THESE AND ALL RELATED DOCUMENTS, WHEN AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION RELATING TO THE EXCHANGE OFFER. Investors and
stockholders may obtain a free copy of the exchange offer prospectus, the
registration statement and related documents, when available, from the
Securities and Exchange Commission's web site at http://www.sec.gov. Free copies
of these documents may also be obtained from Parent, when available, by
directing a request to the information agent, D.F. King & Co., Inc., 77 Water
Street, New York, NY 10005, 1-888-414-5566.
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