Check Point Software
Technologies to Acquire Zone Labs
Industry Leaders Combine
Forces to Deliver End-to-End Network Security
Solutions for Enterprises, Small Businesses and Consumers
REDWOOD CITY, Calif. and SAN
FRANCISCO, Dec. 15, 2003 - Check Point Software
Technologies (Nasdaq: CHKP), the worldwide leader in securing
the Internet, and Zone Labs�, Inc., the most trusted provider of
endpoint security solutions, today announced that they have
signed a definitive merger agreement providing for Check Point
to acquire privately held Zone Labs for $205 million. Check
Point will pay approximately $113 million in cash and
approximately $92 million in shares, and will also assume
employee stock options of Zone Labs, which could convert to
approximately 2.9 million Check Point shares. The merger
agreement has been approved by the boards of directors of both
companies.
Zone Labs' award-winning endpoint security solutions for
enterprises, small businesses and consumers will further
strengthen Check Point's perimeter, internal and Web security
portfolio and expand its opportunity to take advantage of the
fast-growing Internet security segment - endpoint security.
Additionally, Check Point will gain access to the talent of more
than 200 Zone Labs employees and more than 25 million customers
worldwide.
The transaction is subject to customary closing conditions,
including Zone Labs shareholder approval and regulatory
approvals, and is expected to close in the first quarter of
2004. After the close of the transaction, Zone Labs will operate
as a division of Check Point.
"We believe Zone Labs has the very best endpoint security
solutions for both consumers and enterprises through the
ZoneAlarm and Integrity product lines. These complement Check
Point's vision and our SecureClient� VPN/security client
solution," said Gil Shwed, chairman and CEO of Check Point
Software Technologies. "Both companies share a deep commitment
to customers, and this acquisition will enable us to deliver the
industry's most comprehensive end-to-end Internet security to
all types of customers - from consumers to the largest
enterprises."
An Internet security pioneer and leader, Check Point is
focused on delivering the industry's most intelligent perimeter,
internal and Web security solutions. Its Next Generation with
Application Intelligence product suite includes world-class VPN,
firewall, management and performance solutions for enterprises
of all sizes. These solutions protect 97 of the Fortune 100
companies, and are installed at hundreds of thousands of sites
worldwide.
"Our shared passion for excellence and Check Point's
commitment to Zone Labs' products, partners and customers were
paramount in making this decision," said Gregor Freund, CEO and
co-founder of Zone Labs. "Our common vision will result in the
most complete and manageable security solution to protect the
fastest-growing, most vulnerable segment - network endpoints."
Zone Labs' endpoint security products now protect more than
25 million Internet users and more than 1,100 enterprise
customers from the threats posed by hackers, data theft and
malicious code. Zone Labs' award-winning product line includes
Zone Labs Integrity�, its flagship enterprise endpoint security
solution, ZoneAlarm� Pro, its acclaimed personal firewall for
consumer and small business users, and the IMsecure� product
line, the company's instant messaging (IM) security solutions
for enterprises, small businesses and consumers.
"Check Point and Zone Labs share similar security visions,
believing that proactive security is a requirement in today's
increasingly dynamic and sophisticated Internet threat
environment and that secure Internet access is a critical
business enabler for business and individuals," Mr. Shwed
continued. "This acquisition is a logical and natural step in
the evolution of both companies and will result in new market
opportunities and deepened relationships with customers and
partners."
Conference Call and Webcast
Information
Check Point will host a conference call with the investment
community on December 15, 2003 at 2:30 PM PT / 5:30 PM ET.
Please dial (973) 935-8512 to access the live call or visit the
company's website at
www.checkpoint.com/ir for the live webcast.
Online presentation materials will be
included on the call. A replay of the conference call
will be available through December 28, 2003 at the Company's
website or by telephone at 973-341-3080, confirmation code
4376681.
Safe Harbor Statement
Certain statements in this press release are forward-looking
statements. Because such statements deal with future events,
they are subject to various risks and uncertainties and actual
results could differ materially from Check Point's current
expectations. Factors that could cause or contribute to such
differences include, but are not limited to: the impact on
revenues of economic and political uncertainties and weaknesses
in various regions of the world, including the commencement or
escalation of hostilities or acts of terrorism; the inclusion of
network security functionality in third-party hardware or system
software; any unforeseen developmental or technological
difficulties with regard to Check Point's products; changes in
the competitive landscape, including new competitors or the
impact of competitive pricing and products; a shift in demand
for products such as Check Point's; unknown factors affecting
third parties with which Check Point has formed business
alliances; timely availability and customer acceptance of Check
Point's new and existing products, and other factors and risks
discussed in Check Point's Report on Form 20-F for the year
ended December 31, 2002, which is on file with the Securities
and Exchange Commission. Check Point assumes no obligation to
update information concerning its expectations.
About Check Point Software
Technologies
Check Point Software Technologies is the worldwide leader in
securing the Internet. It is the market leader of both the
worldwide VPN and firewall markets. Through its Next Generation
product line, the company delivers a broad range of perimeter,
internal and Web security solutions that protect business
communications and resources for corporate networks and
applications, remote employees, branch offices and partner
extranets. Extending the power of the Check Point solution is
its Open Platform for Security (OPSEC), the industry's framework
and alliance for integration and interoperability with
"best-of-breed" solutions from over 350 leading companies. Check
Point solutions are sold, integrated and serviced by a network
of 1,900 Check Point partners in 86 countries. For more
information, please call us at (800) 429-4391 or (650) 628-2000,
or visit us on the Web at
http://www.checkpoint.com or at
http://www.opsec.com.
About Zone Labs, Inc.
Zone Labs�, one of the most trusted brands in Internet security,
is a leading creator of endpoint security solutions protecting
millions of PCs and the valuable, personally-identifiable
information on those PCs, from hackers, spyware and data theft.
The company's award-winning endpoint security product line is
deployed in global enterprises, small businesses and consumers'
homes, protecting them from Internet-borne threats. Zone Labs
Integrity� is an endpoint security management platform that
protects corporate data and productivity. ZoneAlarm� Pro,
ZoneAlarm Plus and ZoneAlarm are among the most popular and
successful Internet security products available today while
IMsecure� Pro offers comprehensive security for instant
messaging.
Founded in 1997, Zone Labs is a private company headquartered
in San Francisco, California, USA, with European headquarters in
Frankfurt, Germany and offices in Japan and Singapore. For more
information, please visit Zone Labs at
www.zonelabs.com.
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