McAfee, Inc. to Acquire Solidcore Systems, Inc.–Advances Endpoint Security and Risk Management

McAfee, Inc. (NYSE:MFE) today announced a definitive agreement to acquire privately owned Solidcore Systems, Inc. for approximately $33 million in cash up front and with an earn-out of up to an additional $14 million if certain performance targets are met. Solidcore is a leading provider of dynamic whitelisting technology that controls and protects the applications installed on a computer, resulting in improved IT compliance, security and availability.

Solidcore uses dynamic whitelisting to protect against vulnerable or malicious applications and ensure that only pre-authorized software and code can run on servers, endpoints, fixed function devices and mobile devices. Following the completion of this proposed acquisition, McAfee® expects to couple Solidcore’s dynamic whitelisting and compliance enforcement technology with McAfee compliance mapping and policy auditing to deliver the industry’s first end-to-end compliance solution. Customers will benefit from centralized management and reporting of the integrated technologies through the McAfee ePolicy Orchestrator® (ePO™) console.

The proposed transaction will bring together best-in-class technologies:

• Solidcore’s strong foot-hold in the embedded device market will help McAfee significantly expand its reach to include security for automated teller machines (ATMs), point of sale (POS) systems, multifunction printers (MFPs), Supervisory Control and Data Acquisition (SCADA) systems, mobile and other embedded devices
• Solidcore's dynamic application whitelisting, combined with McAfee blacklisting/graylisting capabilities, will give customers a single security platform for dynamic application control across the enterprise
• With the acquisition of Solidcore, McAfee will strengthen its position as the leader in the compliance market by adding real-time enforcement that eliminates "compliance drift.” McAfee will offer customers continuous management of the compliance lifecycle (auditing, reporting, remediating and enforcing), resulting in reduced costs and faster time to compliance.
• Solidcore's continuous File Integrity Monitoring (FIM) for Payment Card Industry (PCI) compliance will provide McAfee with a scalable model for enforcing compliance across small and large businesses
• Solidcore's Control solution, integrated with change and configuration management suites, such as HP Business Service Automation software, will enable McAfee to provide an integrated change and configuration management solution that helps customers operationalize and streamline their security programs
• McAfee will strengthen its virtualization security offering with Solidcore’s capabilities for locking down virtual environments, which includes VMware Hypervisor and Microsoft Hyper-V virtual environments. This, combined with automatic compliance checking, will provide customers with a secure virtualization infrastructure.

"Solidcore’s industry-leading compliance and protection solutions will extend the current McAfee security portfolio beyond signature-based anti-malware with the addition of dynamic whitelisting and application trust technology,” said Dave DeWalt, president and chief executive officer, McAfee. "Combined with leading McAfee antivirus, antispyware, host intrusion prevention, policy auditing and firewall technologies, we will help customers more easily mitigate the risks associated with vulnerable or malicious applications downloaded by employees. Through this acquisition, we believe McAfee can expand its reach into new markets, secure new platforms and strengthen its hold as the leader in the $6 billion endpoint security market.”

Solidcore currently protects more than 200,000 endpoints from malware and unauthorized changes with its patented whitelisting software, which includes systems such as ATMs, POS systems, process control devices, mobile devices, servers and workstations. Its customer base is geographically diverse, with customers in more than 40 countries, at more than 100 financial institutions and across more than 15,000 retail stores.

"Today’s complex threat landscape and evolving compliance standards require customers to go beyond a reactive, ‘check-the-box’ model for security and deploy preventive security that incorporates dynamic whitelisting,” said Anne Bonaparte, president and chief executive officer, Solidcore. "The integration of Solidcore with McAfee will provide customers with the highest level of system integrity and security across their physical and virtual environments, and allow customers to more quickly and easily meet the today’s demanding compliance requirements.”

Following the closing, the Solidcore team will be incorporated into the McAfee Risk and Compliance business unit, headed by George Kurtz, senior vice president and general manager, McAfee.

The acquisition is expected to close in the second quarter of 2009. McAfee expects the impact of the acquisition of Solidcore on second quarter 2009 results to be slightly dilutive to non-GAAP earnings per share and more dilutive to GAAP earnings per share. Jefferies & Company, Inc. acted as exclusive financial advisor to Solidcore in connection with the transaction.

For additional information, please reference the acquisition landing page at http://www.mcafee.com/us/about/corporate/mcafee_Solidcore.html and the McAfee Security Insights Blog at http://siblog.McAfee.com/.

About McAfee, Inc.

McAfee, Inc., headquartered in Santa Clara, California, is the world's largest dedicated security technology company. McAfee is relentlessly committed to tackling the world's toughest security challenges. The company delivers proactive and proven solutions and services that help secure systems and networks around the world, allowing users to safely connect to the Internet, browse and shop the web more securely. Backed by an award-winning research team, McAfee creates innovative products that empower home users, businesses, the public sector and service providers by enabling them to prove compliance with regulations, protect data, prevent disruptions, identify vulnerabilities, and continuously monitor and improve their security. http://www.mcafee.com.

About Solidcore

Solidcore is the leader in protecting critical IT infrastructure from devices to the data center. Organizations worldwide trust Solidcore to detect and prevent unwanted change for improving IT compliance, security and availability. Solidcore easily automates PCI controls and is a pioneer in runtime control and dynamic whitelisting technology for locking down critical systems and preventing unauthorized change events. Solidcore S3 Control Embedded is ‘NSS Labs Approved’ for its host malware protection. For more information, please visit www.Solidcore.com.

Forward-Looking Statements:

This release contains forward-looking statements, which include those regarding McAfee’s future plans for the Solidcore business, the expected closing date of the acquisition, the expectations as to the opportunities resulting from the acquisition of the Solidcore business, McAfee’s expected plans for the integration of Solidcore’s products and business and the expected impact of the acquisition on McAfee’s financial results for the second quarter of 2009. Factors that could cause the actual results or outcomes from the acquisition to be materially different from those anticipated include, among others, the inability to complete the acquisition on acceptable terms, or at all; the inability to integrate successfully Solidcore within McAfee or to realize synergies from such integration; costs related to the acquisition of Solidcore; the customer response to, and acceptance of, the combination of Solidcore’s products with McAfee’s products; the economic environment of the industries in which McAfee and Solidcore operate. In addition, actual results are subject to other risks and uncertainties that relate more broadly to McAfee’s overall business, including those more fully described in McAfee’s filings with the SEC, including its annual report on Form 10-K for the year ended December 31, 2008, and its subsequent quarterly report on Form 10-Q. The forward-looking statements in this press release are based on information available to McAfee as of the date hereof, and McAfee expressly disclaims any obligation to update any forward-looking statements.

NOTE: McAfee, ePolicy Orchestrator, ePO and any additional McAfee marks herein are registered trademarks of McAfee, Inc. and/or its affiliates in the U.S. and/or other countries. McAfee Red in connection with security is distinctive of McAfee brand products. All other registered and unregistered trademarks herein are the sole property of their respective owners. Product specifications subject to change at any time without prior notice. © 2009 McAfee, Inc. All rights reserved.