Two Proxy Advisory Firms, Glass Lewis & Co. and PROXY Governance, INC., Recommend Entrust Stockholders Vote 'FOR' the Proposed A
07 Juli 2009 - 8:26PM
PR Newswire (US)
DALLAS, July 7 /PRNewswire-FirstCall/ -- Entrust, Inc.
(NASDAQ:ENTU) a world leader in securing digital identities and
information, today announced that two proxy advisory services,
Glass Lewis & Co. and PROXY Governance, INC., have each
recommended to their respective clients holding Entrust common
stock that these Entrust stockholders vote "FOR" the proposal to
approve the merger of Entrust, Inc. with HAC Holdings, Inc., an
entity controlled by a private equity fund associated with Thoma
Bravo, LLC. As previously announced, Entrust will hold a special
meeting of stockholders on July 10, 2009. At this meeting,
stockholders will be asked to consider and vote upon the proposal
to approve the merger of Entrust with HAC Holdings, Inc., a
subsidiary of Thoma Bravo, LLC. The Entrust Board of Directors has
approved the merger agreement and the merger, and recommends that
the Entrust stockholders vote "FOR" the proposal to approve the
merger. If the merger is approved and other conditions to the
closing of the transaction are satisfied, Entrust will become a
wholly owned subsidiary of Thoma Bravo, LLC, and stockholders will
be entitled to receive $1.85 in cash, without interest, for each
share of Entrust common stock that they own. Subject to the
satisfaction of certain conditions, including obtaining the
required stockholder approval at the special meeting of
stockholders on July 10, 2009, Entrust expects the transaction to
close in the third calendar quarter of 2009. About Entrust Entrust
provides trusted solutions that secure digital identities and
information for enterprises and governments in 2,000 organizations
spanning 60 countries. Offering trusted security for less, Entrust
solutions represent the right balance between affordability,
expertise and service. These include SSL, strong authentication,
fraud detection, digital certificates and PKI. For information,
call 888-690-2424, e-mail or visit http://www.entrust.com/. .
Entrust is a registered trademark of Entrust, Inc. in the United
States and certain other countries. In Canada, Entrust is a
registered trademark of Entrust Limited. All Entrust product names
are trademarks or registered trademarks of Entrust, Inc. or Entrust
Limited. All other company and product names are trademarks or
registered trademarks of their respective owners. About Thoma
Bravo, LLC Thoma Bravo is a leading private equity investment firm
that has been providing equity and strategic support to experienced
management teams building growing companies for more than 28 years.
The firm originated the concept of industry consolidation
investing, which seeks to create value through the strategic use of
acquisitions to accelerate business growth. Through a series of
private equity funds, Thoma Bravo currently manages approximately
$2.5 billion of equity capital. In the software industry, Thoma
Bravo has completed 38 acquisitions across 12 platform companies
with total annual earnings in excess of $600 million. For more
information on Thoma Bravo, visit http://www.thomabravo.com/.
Additional Information and Where You Can Find It In connection with
the proposed transaction, Entrust has filed a definitive proxy
statement and relevant documents concerning the proposed
transaction with the SEC. Investors and security holders of Entrust
are urged to read the proxy statement, including any amendments or
updates, and any other relevant documents filed with the SEC
because they contain important information about Entrust and the
proposed transaction. The proxy statement and any other documents
filed by Entrust with the SEC may be obtained free of charge at the
SEC's Web site at http://www.sec.gov/. In addition, investors and
security holders may obtain free copies of the documents filed with
the SEC by Entrust by contacting Entrust Investor Relations at or
via telephone at 972-728-0424. Investors and security holders are
urged to read the proxy statement and the other relevant materials
before making any voting or investment decision with respect to the
proposed transaction. Entrust and its directors, executive officers
and certain other members of its management and employees may,
under SEC rules, be deemed to be participants in the solicitation
of proxies from Entrust's stockholders in connection with the
transaction. Information regarding the interests of such directors
and executive officers (which may be different then those of
Entrust's stockholders generally) is included in Entrust's proxy
statements and Annual Reports on Form 10-K, previously filed with
the SEC, and information concerning all of Entrust's participants
in the solicitation is included in the proxy statement relating to
the proposed transaction. Each of these documents is available free
of charge at the SEC's Web site at http://www.sec.gov/ and from
Entrust Investor Relations at http://www.entrust.com/investor.
Cautionary Statement Regarding Forward-Looking Statements This
press release contains forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These statements are based on
management's current expectations and beliefs and are subject to a
number of factors and uncertainties that could cause actual results
to differ materially from those described in the forward-looking
statements. The forward-looking statements contained in this
document include statements about future financial and operating
results, benefits to Entrust's customers and the proposed
transaction. These statements are not guarantees of future
performance, involve certain risks, uncertainties and assumptions
that are difficult to predict, and are based upon assumptions as to
future events that may not prove accurate. Therefore, actual
outcomes and results may differ materially from what is expressed
herein. For example, if Entrust does not receive required
shareholder approval or fails to satisfy other conditions to
closing, the transaction will not be consummated. In any
forward-looking statement in which Entrust expresses an expectation
or belief as to future results, such expectation or belief is
expressed in good faith and believed to have a reasonable basis,
but there can be no assurance that the statement or expectation or
belief will result or be achieved or accomplished. The following
factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements:
risks associated with uncertainty as to whether the transaction
will be completed, costs and potential litigation associated with
the transaction, the failure to obtain Entrust's shareholder
approval, the failure of either party to meet the closing
conditions set forth in the merger agreement, the extent and timing
of regulatory approvals and the risk factors discussed from time to
time by the company in reports filed with the Securities and
Exchange Commission. We urge you to carefully consider the risks
which are described in Entrust's Annual Report on Form 10-K for the
year ended December 31, 2008 and in Entrust's other SEC filings.
Entrust is under no obligation to (and expressly disclaims any such
obligation to) update or alter its forward-looking statements
whether as a result of new information, future events, or
otherwise. http://www.newscom.com/cgi-bin/prnh/20060720/NYTH074LOGO
http://photoarchive.ap.org/ DATASOURCE: Entrust, Inc. CONTACT:
Investor Relations, David E. Rockvam, Vice President Corporate
Business Development & IR of Entrust, Inc., +1-972-728-0424, ;
or Media, David J. Chamberlin, Media Relations, +1-214-669-7299, ,
for Entrust, Inc. Web Site: http://www.entrust.com/
http://www.thomabravo.com/
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