Stonesoft - Company Announcement

STATEMENT OF THE BOARD OF DIRECTORS REGARDING VOLUNTARY PUBLIC TENDER OFFER OF MCAFEE FOR THE SHARES AND OPTION RIGHTS IN STONESOFT CORPORATION

STONESOFT CORPORATION STOCK EXCHANGE RELEASE MAY 14, 2013 at 9:30 a.m.

STONESOFT CORPORATION: STATEMENT OF THE BOARD OF DIRECTORS REGARDING VOLUNTARY
PUBLIC TENDER OFFER OF MCAFEE FOR THE SHARES AND OPTION RIGHTS IN STONESOFT
CORPORATION

With reference to the stock exchange release of Stonesoft Corporation
(hereinafter "Stonesoft") on May 6, 2013 regarding the launch of the voluntary
public tender offer by McAfee Suomi Funding LLC (hereinafter the "Offeror")
concerning outstanding shares and option rights of Stonesoft, the Board of
Directors of Stonesoft issues the following statement referred to in Chapter 11
Section 13 of the Finnish Securities Market Act (746/2012, as amended) regarding
the tender offer.

TENDER OFFER IN BRIEF

Stonesoft and McAfee, Inc. (hereinafter the "McAfee") have on May 5, 2013
entered into a combination agreement (hereinafter the "Combination Agreement")
under which they have agreed to combine operations of Stonesoft and McAfee.
McAfee is the world's largest dedicated security technology company and a
wholly-owned subsidiary of Intel Corporation. Intel is a world leader in
computing innovation, with its common stock listed on the NASDAQ Global Select
Market under the symbol INTC.

Subject to the Combination Agreement, the Offeror, an affiliate of McAfee and a
wholly-owned indirect subsidiary of Intel Corporation, has resolved to make a
voluntary public tender offer pursuant to Chapter 11 of the Finnish Securities
Markets Act (hereinafter the "Tender Offer"). The Tender Offer is made for all
of the outstanding shares in Stonesoft that are not owned by Stonesoft or any of
its subsidiaries (hereinafter the "Shares" and each separately a "Share") and
the outstanding option rights entitled to Stonesoft shares (hereinafter the"Option Rights" and each separately an "Option Right").

The Tender Offer will be made in accordance with the terms and conditions of the
tender offer document (hereinafter referred to as the "Tender Offer Document")
expected to be published by the Offeror by May 20, 2013.

It is the aim of the Offeror to acquire all of the Shares and Option Rights of
Stonesoft. The Tender Offer is, among others, subject to reaching 90 per cent
ownership of all outstanding Stonesoft Shares. Pursuant to Chapter 18 of the
Finnish Companies Act (624/2006, as amended) a shareholder with more than 90 per
cent of all shares and votes in a company shall have the right to acquire, and
subject to a demand by the other shareholders also be obligated to redeem, the
shares owned by the other shareholders.

The price offered for each Share validly tendered in the Tender Offer will be
EUR 4.50 in cash. The consideration offered for each Option Right granted under
Stonesoft's option plans 2008 and 2012 and validly tendered in the Tender Offer
will be EUR 4.20 in cash for each Option Right 2008A, EUR 4.20 in cash for each
2008B Option right, EUR 4.20 in cash for each 2008C Option Right, EUR 4.20 in
cash for each 2008D Option Right, EUR 3.08 in cash for each 2012A Option Right,
EUR 2.19 in cash for each 2012B Option Right and EUR 2.19in cash for each 2012C
Option Right.

The price offered for each Share validly tendered in the Tender Offer represents
a premium of approximately 142 per cent compared to the volume-weighted average
trading price of the Stonesoft Share on NASDAQ OMX Helsinki during the 12-month
period preceding the date of the announcement of the Tender Offer, a premium of
approximately 106 per cent compared to the volume-weighted average trading price
during the 3-month period preceding the announcement of the Tender Offer, and a
premium of approximately 128 per cent compared to the closing price of the Share
on NASDAQ OMX Helsinki on 3 May 2013, the last trading day before the
announcement of the Tender Offer.

The Offeror has notified that the acceptance period of the Tender Offer
(hereinafter the "Offer Period") is expected to commence on or about May
21, 2013 and to run for approximately three (3) weeks. The Offeror reserves the
right to extend the Offer Period from time to time in accordance with the terms
and conditions of the Tender Offer.

The Offeror's intention is to cause the Shares to be delisted from NASDAQ OMX
Helsinki as soon as permitted and practicable under applicable laws and
regulations.

None of McAfee, Intel or the Offeror held any Shares or Option Rights in
Stonesoft at the time of the Tender Offer announcement of May 6, 2013.

The terms and conditions of the Tender Offer as well as background and reasons
for the Tender Offer are included in more detail in the Tender Offer Document
which the Offeror has announced to be disclosed on or about May 20, 2013.


STATEMENT OF THE BOARD OF DIRECTORS

Background for the statement

Pursuant to the Finnish Securities Market Act, the Board of Directors of the
company shall make its statement on the tender offer. The statement shall
include a well-founded assessment on the offer from the perspective of the
target company and security holders of the target company as well as on
strategic plans and their likely effects on the operations and employment of the
target company presented by the offeror in the tender offer document.

For the purposes of issuing this statement the Offeror has submitted to the
Board of Directors of Stonesoft the draft version of the Finnish language Tender
Offer Document in the form in which the Offeror has filed it with the Finnish
Financial Supervisory Authority for approval on May 8, 2013.


Assessment of the Board of Directors from the perspective of the target company
and its security holders

The Offeror believes that network security is a vital component of a
comprehensive security solution. Next generation firewalls solve critical
customer needs and represent one of the fastest growing market segments in
network security. Stonesoft is a leading innovator in the next-generation
firewall segment. Through the combination with Stonesoft, McAfee expects to grow
its network security business by delivering the industry's most complete network
security solution with three leading platforms: McAfee's IPS network security
platform, McAfee's firewall enterprise for the high assurance market segment,
and Stonesoft's next-generation firewall. The Offeror therefore believes that
the combination of McAfee and Stonesoft is beneficial also in addition to the
employees, customers and other stakeholder of Stonesoft, to the shareholders.

The Board of Directors of Stonesoft has concluded that the relevant business
prospects of Stonesoft provide opportunities for Stonesoft to develop its
business as an independent company for the benefit of the company and its
shareholders. However, taking into consideration the risks associated with this
stand-alone approach alternative at the global market, the Board of Directors
has concluded that the Tender Offer is a favourable alternative for the
shareholders taking in particular consideration the significant share price
premium associated with the Tender Offer.

The Board of Directors of Stonesoft is aware that shareholders who jointly
represent approximately 34.7 per cent of the Shares have irrevocably and
unconditionally undertaken to accept the Tender Offer. Such shareholders are the
Chairman of the Board of Directors Mr. Hannu Turunen, member of the Board of
Directors Mr. Timo Syrjälä and member of the Board of Directors and CEO of
Stonesoft Mr. Ilkka Hiidenheimo.

The Board of Directors of Stonesoft, in order to support its assessment of the
Tender Offer, has requested from Stonesoft's financial advisor, UBS Limited, a
fairness opinion regarding the Tender Offer (the "Fairness Opinion"). UBS
Limited's Fairness Opinion dated May 5, 2013 states that the Tender Offer's
consideration to the shareholders and option holders is, from a financial point
of view, believed to be fair. The Fairness Opinion is attached as Appendix 1 to
this statement.


Assessment regarding strategy, business and employees

McAfee is a strategic buyer interested in augmenting its existing activities in
next generation firewall products, where Stonesoft's products, reputation and
customer relationships will complement McAfee's current portfolio. The Board of
Directors of Stonesoft believe that McAfee's global footprint, strength of brand
and international sales and marketing platform will benefit the activities of
Stonesoft. The greater size and financial strength of McAfee could also enhance
Stonesoft's position with respect to its existing and potential clients and also
employees. The combination with McAfee is therefore expected to form a
compelling platform to further develop Stonesoft's existing operations and its
products and services as well as create new opportunities for Stonesoft's
employees.

The Offeror has anticipated in the draft Tender Offer Document that the
completion of the Tender Offer will have no immediate effect on the business
operations or assets or business locations of Stonesoft or, on the number of
jobs at Stonesoft. The Offeror's intent is to retain all of the current
employees of Stonesoft.

In preparing its statement, the Board of Directors of Stonesoft has relied on
the information given in the draft Tender Offer Document by the Offeror,
however, it has not independently verified this information. Accordingly, the
Board of Director's assessment of the consequences of the Tender Offer on
Stonesoft's business and employees should be treated with caution.


RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors of Stonesoft has carefully evaluated the Tender Offer and
its terms and conditions based on the draft Tender Offer Document, the Fairness
Opinion and other available information.

The Board of Directors of Stonesoft believes that the consideration of EUR 4.50
offered  by  the  Offeror  for  the  Shares  is fair to shareholders taking into
account,  amongst  other  factors,  the  significant  share  price premium being
offered,  the  support  for  the  Tender  Offer  by  the largest shareholders of
Stonesoft referred to above, alternative strategies that Stonesoft may adopt and
UBS Limited's Fairness Opinion. Accordingly, the Board of Directors of Stonesoft
also  believes the consideration  offered for the  Option Rights is  fair to the
option holders based on the grounds presented above.

Based on the above factors, the Board of Directors recommends that the
shareholders and option holders of Stonesoft accept the Tender Offer made by the
Offeror.


Independent Committee

Taking into consideration the irrevocable and unconditional undertakings with
regard to the acceptance of the Tender Offer of certain members of the Board of
Directors and the CEO as referred to above, the Board of Directors of Stonesoft
has appointed from among its members an independent committee for the purposes
of decision-making associated with the Tender Offer. The members of the
independent committee of the Board of Directors are Mr. Harri Koponen, as the
chairman, and Mr. Jukka Manner and Ms. Satu Yrjänen as members.

The decision to issue a recommendation and other relevant decisions of Stonesoft
associated with the Tender Offer have been made by the independent committee and
the independent committee has supervised the preparatory measures of Stonesoft
related to the Tender Offer.

As the Board of Directors of Stonesoft would not, without the largest
shareholders referred to above, constitute a quorum the resolutions of the
independent committee have been approved and confirmed as such by the Board of
Directors of Stonesoft.


Other issues

This statement of the Board of Directors is unanimous.

This statement of the Board of Directors of Stonesoft should not be considered
to be investment or tax advice. The Board of Directors is not to be required to
evaluate the general stock price development or risks relating to the
investments in general. Stonesoft's shareholder and option holder shall
independently make decision on the acceptance or otherwise of the Tender Offer
by taking into account all information to be presented in the Tender Offer
Document, this statement of the Board of Directors in its entirety as well as
other information that may impact the Share price.

This statement of the Board of Directors is based on an assessment of the issues
and factors which the Board of Directors has concluded to be material in
evaluating the Tender Offer including but not limited to the information and
assumptions on the business operations and finances of Stonesoft at the date of
the statement and their expected future development.

The Board of Directors of Stonesoft notes that combining of Stonesoft's and
McAfee's businesses will, in addition to synergy benefits, pose challenges to
both parties, and the combination may, as is common in such processes, involve
unforeseeable risks.

The Board of Directors of Stonesoft notes that the shareholders and option
holders of Stonesoft should also take into account the risks related to non-
acceptance of the Tender Offer. The Shares held by a Stonesoft shareholder who
has not accepted the Tender Offer may, on conditions set out in the Finnish
Companies Act, be redeemed in the minority shareholders acquisition proceedings
under the Finnish Companies Act. The value of the potential cash consideration
received through such acquisition proceedings may, depending on the development
of the Stonesoft share price, also be lower than the value of the consideration
offered by the Offeror in the Tender Offer. The acceptance of the Tender Offer
reduces the number of Stonesoft shareholders and the number of such Shares,
which would otherwise be publicly traded. Depending on the number of the Shares
validly tendered in the Tender Offer, this could have an adverse effect on the
liquidity and value of a Share.

Stonesoft has undertaken to follow the recommendation regarding procedures to be
complied with in takeover bids (Helsinki Takeover Code) referred to in Chapter
11 Section 28 and Chapter 19 Section 6 of the Finnish Securities Markets Act.

UBS Limited has acted as the financial advisor and Bird & Bird Attorneys Ltd. as
the legal advisor to Stonesoft.


STONESOFT CORPORATION

THE BOARD OF DIRECTORS


Appendix 1: Fairness Opinion


Additional information:
Chairman of the Board of Directors Mr. Hannu Turunen, Stonesoft Corporation
tel. +358 (0)40 758 6615
e-mail: hannu.turunen@stonesoft.com

Distribution:

NASDAQ OMX Helsinki Oy
www.stonesoft.com


Appendix 1: Fairness Opinion


The Board of Directors
Stonesoft Corporation
Itälahdenkatu 22A
FI-00210 Helsinki
Finland


5(th) May 2013


Dear Sirs,

We understand that Stonesoft Corporation (the "Company") is subject to a public
takeover offer whereby the holders of ordinary shares in the Company will
receive a cash payment in the amount of €4.50 per share (the "Consideration") in
exchange for their shareholdings in the Company, from McAfee, Inc. (the"Offeror") a subsidiary of Intel Corp. ("Intel"), (the "Transaction") the terms
and conditions of which are more fully described in the combination agreement to
be dated 6(th) May 2013 (the "Combination Agreement").

In connection with the Transaction, you have requested UBS Limited ("UBS") to
provide you with an opinion (the "Opinion") as to the fairness, from a financial
point of view, of the Consideration to be received by the holders of ordinary
shares and options in the Company, taken as a whole.

UBS has acted as financial adviser to the Company in connection with the
Transaction and will receive a fee for its services, which is contingent upon
the consummation of the Transaction.

From time to time, UBS, other members of the UBS Group (which for the purpose of
this letter means UBS AG and any subsidiary, branch or affiliate of UBS AG) and
their predecessors may have provided investment banking services to the Company,
Intel or any of their affiliates un-related to the proposed Transaction and
received customary compensation for the rendering of such services. In the
ordinary course of business, UBS, UBS AG and their successors and affiliates may
trade securities of the Company or Intel for their own accounts or for the
accounts of their customers and, accordingly, may at any time hold long or short
positions in such securities.

In determining our opinion we have used such customary valuation methodologies
as we have deemed necessary or appropriate for the purposes of this Opinion; for
example we have:

(a) reviewed the financial position and operating results of the Company;

(b) considered equity broker price targets for the Company and historical equity
market valuations;

(c) subjected the Transaction to publicly available comparisons;

(d) performed an LBO analysis to assess the value to a financial sponsor; and

(e) used a discounted cash flow analysis.

Our Opinion does not address the relative merits of the Transaction as compared
to other business strategies or transactions that might be available with
respect to the Company or the underlying business decision of the Company to
effect the Transaction. At your direction, we have not been asked to, nor do we,
offer any opinion as to the material terms of the Transaction, other than the
Consideration (to the extent expressly specified in this letter) under the
Combination Agreement, or the form of the Transaction. Our Opinion does not
constitute an offer by us, or represent a price at which we would be willing to
purchase, sell, enter into, assign, terminate or settle any transaction. The
valuation herein is not an indicative price quotation, in particular, it does
not necessarily reflect such factors as hedging and transaction costs, credit
considerations, market liquidity and bid-ask spreads, all of which could be
relevant in establishing an indicative price for the Company's ordinary shares.
A valuation estimate for any transaction does not necessarily suggest that a
market exists for the transaction. In rendering this Opinion, we have assumed,
with your consent, that the Transaction as consummated will not differ in any
material respect from that described in the draft Transaction documents we have
examined, without any adverse waiver or amendment of any material term or
condition thereof, and that the Company and the Offeror will each comply with
all material terms of the Transaction documents.

In determining our Opinion, we have, among other things:

(i) reviewed certain publicly available business and historical financial
information relating to the Company;

(ii) reviewed audited financial statements of the Company;

(iii) reviewed certain internal financial information and other data relating to
the business and financial prospects of the Company, including estimates and
financial forecasts prepared by management of the Company, that were provided to
us by the Company and not publicly available and that you have directed us to
use for the purposes of our analysis;

(iv)   conducted discussions with, and relied on statements made by, members of
the senior management and Board of the Company concerning the business and
financial prospects of the Company, including in particular the assessment of
risk pertaining to the execution of management's business plan as shared with
us;

(v)    reviewed current and historical share prices for the Company and publicly
available financial and stock market information with respect to certain other
companies in lines of business we believe to be generally comparable to those of
the Company;

(vi)    compared the financial terms of the Transaction with the publicly
available financial terms of certain other transactions which we believe to be
generally relevant; and
(vii)    conducted such other financial studies, analyses, and investigations,
and considered such other information, as we deemed necessary or appropriate.

In connection with our review, at your direction, we have assumed and relied
upon, without independent verification, the accuracy and completeness of the
information that was publicly available or was furnished to us by or on behalf
of the Company, or otherwise reviewed by us for the purposes of this Opinion,
and we have not assumed and we do not assume any responsibility or liability for
any such information. In addition, at your direction, we have not made any
independent valuation or appraisal of the assets or liabilities (contingent or
otherwise) of the Company nor have we been furnished with any such evaluation or
appraisal.

With respect to the financial forecasts and estimates prepared by the Company as
referred to above, we have assumed, at your direction, that they have been
reasonably prepared on a basis reflecting the best currently available estimates
and judgments of the management of the Company as to the future performance of
the Company.

To the extent we have relied on publicly available financial forecasts from
various equity research analysts, we have assumed that they have been reasonably
prepared based on assumptions reflecting the best currently available estimates
and judgments by the analysts as to the expected future results of operations
and financial condition of the Company.

We have also assumed that all governmental, regulatory or other consents and
approvals necessary for the consummation of the Transaction will be obtained
without any material adverse effect on the Company or the Transaction. Our
Opinion is necessarily based on the economic, regulatory, monetary, market and
other conditions as in effect on, and the information made available to us as
of, the date hereof (or as otherwise specified above in relation to certain
information). It should be understood that subsequent developments may affect
this Opinion, which we are under no obligation to update, revise or reaffirm.

We accept no responsibility for the accounting or other data and commercial
assumptions on which this Opinion is based. Furthermore, our Opinion does not
address any legal, regulatory, taxation or accounting matters, as to which we
understand that the Company has obtained such advice as it deemed necessary from
qualified professionals.

Based on and subject to the foregoing, it is our Opinion, as of the date hereof,
that the Consideration to be received by the holders of ordinary shares and
options in the Company is fair from a financial point of view.

This letter and the Opinion is provided solely for the benefit of the Board of
Directors of the Company, in their capacity as Directors of the Company, in
connection with and for the purposes of their consideration of the Transaction.
This letter is not on behalf of, and shall not confer rights or remedies upon,
may not be relied upon, and does not constitute a recommendation by UBS to, any
holder of securities of the Company or any other person other than the Board of
Directors of the Company to vote in favour of or take any other action in
relation to the Transaction.

This letter may not be used for any other purpose, or reproduced (other than for
the Board of Directors, acting in such capacity, and, on a no-reliance basis,
its advisers), disseminated or quoted at any time and in any manner without our
prior written consent, save that you may provide a copy of this letter upon
express requirement of any regulatory or judicial authority having jurisdiction
over the Company and save that upon the express requirement of any regulatory or
judicial authority having jurisdiction over the Company it may be reproduced in
its entirety in any circular sent to the Company's shareholders in connection
with the Transaction.

This letter and the Opinion is made without legal liability or responsibility on
our part. We accept no responsibility to any person other than the Board of
Directors of the Company in relation to the contents of this letter, even if it
has been disclosed with our consent.

Yours faithfully
UBS Limited



  _________________________     _________________________
  Eero Ehrnrooth                   Jonathan Rowley
  Managing Director                Managing Director

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