defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o |
|
Preliminary Proxy Statement |
|
o |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
o |
|
Definitive Proxy Statement |
|
o |
|
Definitive Additional Materials |
|
þ |
|
Soliciting Material Pursuant to §240.14a-12 |
McAFEE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ |
|
No fee required. |
|
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
|
o |
|
Fee paid previously with preliminary materials. |
|
o |
|
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing. |
(1) |
|
Amount Previously Paid: |
|
|
|
(2) |
|
Form, Schedule or Registration Statement No.: |
|
|
|
(3) |
|
Filing Party: |
|
|
|
(4) |
|
Date Filed: |
|
|
Note from Dave
August 19, 2010
McAfee Team,
Today is an historic day for McAfee with the announcement that Intel has agreed to acquire our
company. Obviously this is big news for McAfee, big news for Intel, big news for our combined
customers and big news for the security industry and the future of the Internet.
Both McAfee and Intel believe that security is a fundamental component of modern computing. The
acquisition reflects the increasing relevance of security in a completely connected world.
The current cybersecurity model isnt extensible across the proliferating spectrum of devices.
Providing protection to a heterogeneous world of connected devices requires a fundamentally new
approach. Frankly, the industry needed a paradigm shift. McAfee and Intel are joining forces to
tackle this challenge, which impacts everyone and anything connecting to the Net.
McAfee is the best security partner for Intel, something Intel recognized based on many years as a
customer and as a successful collaborator on a variety of innovations. In fact, by next year, we
will introduce new security offerings as a result of our collaboration.
McAfee will remain a stand-alone subsidiary of Intel after the acquisition closes, reporting into
Intels Software and Services Group. We will retain our leadership team and expertise which will
facilitate future innovation in security. This acquisition is driven to create new markets, not by
cost-cutting. There are no intended headcount changes as a result of this transaction.
Intel has always thought about power efficient performance and Internet connectivity as the two key
pillars of computing. Going forward, security will be the third pillar. By bringing McAfees
security DNA to Intel, we can offer better solutions and products to the market.
Intel has a successful software business, built in part by acquiring companies such as Wind River.
Intels software business brings expertise in solutions and services in order to deliver
high-performance platforms to fast-growing sectors. McAfee is the next step in that strategy and
brings together security and hardware expertise that will better protect consumers and businesses
alike and drive innovation across Intels product offerings.
When the acquisition closes, McAfee and Intel will have the knowledge and scale necessary to
capture the opportunity in security and deliver growth and value to our customers, partners and our
combined shareholders. The result will be increased safety, security and trust in everyday
technology experiences.
During the acquisition close process as well as following the close, we will continue to strengthen
our security focus. Customers and partners will experience no change in their experience. The
expectation is that, upon close, we will operate as a wholly-owned subsidiary of Intel, sustaining
our focus on providing leading-edge security solutions, while gaining the benefits of Intels
technology investments, market-reach, brand and global employee base.
This is very exciting news. There is no better partner that McAfee could have found than Intel.
They share our vision for security, they share our vision of a connected world, and working
together well be far stronger globally and able to make a much bigger difference in peoples
lives. Together we will secure the digital world.
This pending acquisition is a great win for McAfee and our customers and partners.
Best regards,
For further information:
- Join the 7 AM PT Intel and McAfee
webcast<http://intelstudios.edgesuite.net/100819_intel/index.htm> on the acquisition
- View the
video<http://link.brightcove.com/services/player/bcpid63891004001?bctid=589377246001>
- Read our press
release<http://finance.yahoo.com/news/Intel-to-Acquire-bw-1892904611.html?x=0&.v=1>
- Read my blog<http://siblog.mcafee.com/author/daviddewalt/> and George Kurtzs
blog<http://siblog.mcafee.com/author/georgekurtz/>
Additional Information and Where to Find It
McAfee, Inc. (McAfee) plans to file with the Securities and Exchange Commission (the SEC) and
furnish to its stockholders a proxy statement in connection with the proposed merger with Jefferson
Acquisition Corporation, pursuant to which McAfee would be acquired by Intel Corporation (the
Merger). The proxy statement will contain important information about the proposed Merger and
related matters. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN
IT BECOMES AVAILABLE. Investors and stockholders will be able to obtain free copies of the proxy
statement and other documents filed
with the SEC by McAfee through the web site maintained by the
SEC at www.sec.gov, and from McAfee by contacting Investor Relations by mail at McAfee, Inc., 3965
Freedom Circle, Santa Clara, California 95054, Attention: Investor Relations, by telephone at (408)
246-5223, or by going to McAfees Investor Relations web site at investor.mcafee.com (click on SEC
Filings).
McAfee and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of McAfee in connection with the proposed Merger.
Information regarding the interests of these directors and executive officers in the transaction
described herein will be included in the
proxy statement described above. Additional information regarding these directors and executive
officers is also included in McAfees proxy statement for its 2010 Annual Meeting of Stockholders,
which was filed with the SEC on May 10, 2010. This document is available free of charge at the
SECs web site at www.sec.gov, and from McAfee by contacting Investor Relations by mail at McAfee,
Inc., 3965 Freedom Circle, Santa Clara, California 95054, Attention: Investor Relations, by
telephone at (408) 246-5223, or by going to McAfees Investor Relations web site at
investor.mcafee.com (click on SEC Filings).
Note on Forward-Looking Statements
The subject document contains certain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but
not limited to, statements regarding the expected benefits and costs of the transaction, the plans,
strategies and objectives of management for future operations, and the expected closing of the
proposed Merger. These forward-looking statements involve certain risks and uncertainties that
could cause actual results to differ materially from those indicated in such forward-looking
statements, including, but not limited to, the ability of the parties to consummate the proposed
Merger, satisfaction of closing conditions precedent to the consummation of the proposed Merger,
including obtaining antitrust approvals in the U.S., Europe and other jurisdictions, the ability of
Intel to successfully integrate McAfees operations and employees, the ability to realize
anticipated benefits of the proposed Merger, and such other risks as identified in McAfees Annual
Report on Form 10-K for the fiscal year ended December 31, 2009, and McAfees most recent Quarterly
Report on Form 10-Q, each as filed with the SEC, which contain and identify important factors that
could cause the actual results to differ materially from those contained in the forward-looking
statements. McAfee assumes no obligation to update any forward-looking statement contained in the
subject document.
COMPANY CONFIDENTIAL (c) 2010 McAfee, Inc. All rights reserved.