VeriSign to Acquire Guardent

The acquisition is subject to regulatory approvals and other conditions and is expected to close in the first quarter of 2004. The acquisition will bring together two of the leading providers of Managed Security Services (MSS.) The combined business will have one of the largest active bases of network security devices under management, servicing customers in key industries and geographies around the world. Customers of both companies will also benefit from an unmatched breadth of service and consulting offerings, delivered from a global infrastructure that is highly scalable and offers reliable managed services. Now in its fourth year of operations, Guardent has built a strong list of satisfied clients, with 15 of the top 50 global financial services institutions utilizing its services. Recent industry recognition for Guardent includes top ranking on Entrepreneur Magazines Hot 100 Fastest Growing Businesses list, Crossroads A-List Award, Ernst and Youngs 2002 Entrepreneur of the Year, and Computerworlds Top 100 Emerging Companies to Watch. The worldwide market for Managed Security Services has experienced tremendous growth. In a recent report, IDC estimated the worldwide MSS market at $1.3B, with compounded annual growth rate (CAGR) for the next five years. The market has also clearly begun to move from the early adopter phase to the mainstream, as evidenced by global financial institution Merrill Lynchs decision earlier this year to enter into a multi-year MSS contract with VeriSign for it global operations. Under the terms of the agreement, VeriSign will pay approximately $140 million in stock and cash for the stock of Guardent. VeriSign will gain approximately 150 full-time Guardent employees. Guardents Security Operations Center (SOC), located in Providence, RI, will become one of the MSS operations centers for VeriSign, adding to VeriSigns existing Network Operations Centers, SOCs and world class data centers. VeriSign also plans to integrate Guardents award-winning security consulting organization into its professional services offering. The combined sales force will be equipped to sell comprehensive security offerings to customers, leveraging VeriSigns existing suite of strong authentication, network security, application security, and commerce security services. Once the acquisition is completed, VeriSign plans to name Maria Cirino as senior vice president and general manager, Managed Security Services, reporting to Judy Lin, executive vice president and general manager of VeriSigns Security and Payment Division. This acquisition will be accounted for as a purchase transaction and VeriSign expects the acquisition to be neutral to its 2004 earnings. VeriSign will provide additional financial guidance regarding the impact of the transaction upon closing. The acquisition has been approved by the board of directors of both companies and is subject to various closing conditions, including approval under the Hart-Scott-Rodino Antitrust Improvements Act.