Stonesoft - Tender offer

STONESOFT CORPORATION: MCAFEE LAUNCHES A VOLUNTARY RECOMMENDED PUBLIC TENDER OFFER FOR ALL SHARES AND OPTION RIGHTS IN STONESOFT CORPORATION

STONESOFT CORPORATION STOCK EXCHANGE RELEASE May 6, 2013 at 9:01 a.m. EEST

STONESOFT CORPORATION: MCAFEE LAUNCHES A VOLUNTARY RECOMMENDED PUBLIC TENDER
OFFER FOR ALL SHARES AND OPTION RIGHTS IN STONESOFT CORPORATION

Stonesoft Corporation ("Stonesoft") and McAfee, Inc. ("McAfee") have on 5 May
2013 entered into a Combination Agreement under which they agree to combine the
operations of Stonesoft and McAfee. In order to effect the combination, McAfee
Suomi Funding LLC (the "Offeror"), an affiliate of McAfee and a wholly-owned
indirect subsidiary of Intel Corporation ("Intel"), will make a voluntary public
tender offer to purchase all of the issued and outstanding shares and option
rights in Stonesoft that are not owned by Stonesoft or any of its subsidiaries
(the "Tender Offer").

McAfee is the world's largest dedicated security technology company and a
wholly-owned subsidiary of Intel. Intel is a world leader in computing
innovation, with its common stock listed on the NASDAQ Global Select Market
under the symbol INTC.

The price offered for each share validly tendered in the Tender Offer will be
EUR 4.50  in cash, representing a premium of approximately 142 percent compared
to the volume-weighted average trading price of the Stonesoft shares on NASDAQ
OMX Helsinki during the 12-month period preceding the date of the announcement
of the Tender Offer, a premium of approximately 106 percent 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 percent
compared to the closing price of the shares on NASDAQ OMX Helsinki on 3 May
2013, the last trading day before the announcement of the Tender Offer.

The price 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 2008A option right, 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 2.19 in cash for each 2012C option right.

The largest shareholders of Stonesoft Mr. Ilkka Hiidenheimo, the CEO and member
of the Board of Directors of Stonesoft, Mr. Hannu Turunen, the Chairman of the
Board of Directors of Stonesoft and Mr. Timo Syrjälä, a member of the Board of
Directors of Stonesoft, representing jointly approximately 34.7 percent of the
shares and votes in Stonesoft, have irrevocably and unconditionally undertaken
to accept the Tender Offer.

The Board of Directors of Stonesoft has unanimously decided to recommend the
shareholders and holders of option rights to accept the Tender Offer. The Board
of Directors will issue its complete statement on the Tender Offer in accordance
with the Finnish Securities Market Act by 15 May 2013, at the latest.

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.

The Board of Directors of Stonesoft has received a fairness opinion from
Stonesoft's financial advisor UBS Limited ("UBS") to the effect that the
consideration to be offered to the shareholders and option holders is, from a
financial point of view, believed to be fair to such holders.

On the date of this stock exchange release, Stonesoft's share capital amounts to
EUR 1,150,574.64 and the number of shares issued to 64,090,482. None of McAfee,
Intel or the Offeror held any shares or option rights in Stonesoft at the time
of the Tender Offer announcement.


BACKGROUND AND REASONS FOR THE TENDER OFFER

Stonesoft delivers software-based, dynamic, customer-driven, cyber space
security solutions to secure information flow and simplify security management.
Stonesoft's product portfolio of next-generation firewalls, evasion prevention
systems, and SSL VPN solutions addresses businesses of all sizes. Through the
pending acquisition of Stonesoft, McAfee expects to extend its leadership
position in network security."With the pending addition of Stonesoft's products and services, McAfee is
making a significant investment in next-generation firewall technology. These
solutions anticipate emerging customer needs in a continually evolving threat
landscape," said Michael DeCesare, McAfee president. "Stonesoft is a leading
innovator in this important market segment. We plan to integrate Stonesoft's
offerings with other McAfee products to realize the power of McAfee's Security
Connected strategy. Stonesoft products will benefit from the collective
expertise of more than 7,200 McAfee employees. Leveraging McAfee's cloud-based
Global Threat Intelligence service will provide our combined customers with
unparalleled security."

The rationale for the proposed acquisition is as follows:
  * 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.
    Gartner positioned the company as "visionary" in the 2013 Network Security
    Firewall Magic Quadrant. Stonesoft achieved "Recommend" status in NSS Labs'
    latest 2013 firewall tests.
  * 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.

Based in Helsinki, Finland, Stonesoft is trusted by more than 6,500 customers
across the globe. Stonesoft's customer base can now benefit from an integrated,
comprehensive security solution through McAfee. Similarly, McAfee's extensive,
global customer base will benefit from access to a highly-innovative next
generation firewall. Stonesoft's innovative next-generation firewall, when
combined with McAfee's market leading IPS and high assurance firewall, provides
customers with one of the most complete network security portfolios in the
industry."The combination of the two companies allows Stonesoft to benefit from McAfee's
global presence and sales organization of over 2,200 employees, best-in-class
threat research and technology synergies" said Ilkka Hiidenheimo, Chief
Executive Officer of Stonesoft. "Combined, we believe we can offer our customers
a world-class product portfolio with world-class support - all backed by Intel."


THE TENDER OFFER IN BRIEF

The acceptance period under the Tender Offer is expected to commence on or about
21 May 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 completion of the Tender Offer will be subject to the satisfaction or waiver
by the Offeror of the following conditions:

 a. the valid tender of shares representing, together with any other shares
    otherwise acquired by the Offeror prior to or during the Offer Period, more
    than ninety percent (90%) of the issued and outstanding shares and voting
    rights of Stonesoft on a fully diluted basis;
 b. the receipt of all necessary regulatory approvals, permits and consents,
    including without limitation competition clearances and approval under the
    Act on Monitoring Foreign Acquisitions by the Finnish Ministry of Employment
    and the Economy or the Finnish Government, as applicable, and that any
    conditions set in such permits, consents or clearances are acceptable to the
    Offeror in that they are not materially adverse to the Offeror or Stonesoft
    or to the consummation of the Tender Offer, or to the benefits of the Tender
    Offer to the Offeror;
 c. no material adverse change having occurred in the business, assets,
    financial condition or results of operations of Stonesoft and its
    subsidiaries, taken as a whole;
 d. the Offeror not having received information previously undisclosed to it
    that constitutes a material adverse change in the business, assets,
    financial condition or results of operations of Stonesoft and its
    subsidiaries, taken as a whole;
 e. no court or regulatory authority of competent jurisdiction having given an
    order or issued any regulatory action preventing, postponing or materially
    challenging the completion of the Tender Offer;
 f. the Board of Directors of Stonesoft having issued its recommendation for the
    Tender Offer and the recommendation remaining in force and not being
    modified or changed;
 g. the Combination Agreement not having been terminated and remaining in force;
    and
 h. the irrevocable and unconditional undertakings by Mr. Hiidenheimo, Mr.
    Turunen and Mr. Syrjälä, the largest shareholders of Stonesoft to accept the
    Tender Offer remaining in force in accordance with their terms.

The Offeror reserves the right to withdraw the Tender Offer in the event that
any of the above conditions to completion is not fulfilled.

The Offeror will make the necessary filings to obtain the approval from the
Ministry of Employment and the Economy as referred to in condition b) above. The
Offeror preliminarily expects to receive such approval within the anticipated
acceptance period. The Offeror currently does not believe that the completion of
the Tender Offer would require regulatory approvals from competition
authorities.

The Tender Offer will be financed through Intel group's internal financing
arrangements and no third party financing is required by the Offeror to complete
the Tender Offer. The Tender Offer is thus not conditional upon obtaining any
external financing for the Tender Offer.

The detailed terms and conditions of the Tender Offer and information on how to
accept the Tender Offer will be included in the tender offer document expected
to be published by the Offeror by 20 May 2013.

The Offeror has undertaken to follow the recommendation regarding the procedures
to be complied with in takeover bids (Helsinki Takeover Code) issued by The
Panel on Takeovers and Mergers at The Central Chamber of Commerce of Finland as
referred to in the Finnish Securities Market Act.


COMBINATION AGREEMENT

The Combination Agreement between Stonesoft and McAfee sets forth the principal
terms under which the Offeror will make the Tender Offer.

Under the Combination Agreement, the Board of Directors of Stonesoft has, in the
event of a possible competing offer, undertaken not to withdraw or change its
recommendation for the Tender Offer unless the Board of Directors determines in
good faith, after taking advice from reputable external legal counsel and
financial advisor, that the competing offer is more favourable to the holders of
Stonesoft's securities than the Tender Offer when judged as a whole and that
therefore (i) it would no longer be in the best interest of the holders of
Stonesoft's securities to accept the Tender Offer, and (ii) such withdrawal or
change is required for the Board of Directors to comply with its fiduciary
duties towards Stonesoft's shareholders. The Board of Directors may withdraw or
change its recommendation for the Tender Offer in accordance with the above only
if prior to such withdrawal or change, the Board of Directors has complied with
certain agreed procedures allowing the Offeror to assess the competing offer and
to enhance the Tender Offer. Should the Offeror enhance the Tender Offer so as
to be at least equally favourable to the holders of Stonesoft's securities as
the competing offer, the Board of Directors has undertaken to confirm and uphold
the recommendation for the Tender Offer, as enhanced.

Stonesoft has also undertaken not to solicit or encourage any competing offers
or proposals for such offers or other transactions competing with the Tender
Offer, nor to facilitate or promote any such proposals, except if such measures
are required for the Board of Directors to comply with its fiduciary duties
towards Stonesoft's shareholders. Stonesoft has agreed to inform the Offeror of
any competing proposals and to provide the Offeror with an opportunity to
negotiate with the Board of Directors of Stonesoft of matters arising from such
competing proposals.

The Combination Agreement further includes certain representations, warranties
and undertakings by both parties, such as conduct of business by Stonesoft in
the ordinary course of business before the completion of the Tender Offer, and
cooperation by the parties in making necessary regulatory filings.

Stonesoft has further agreed to compensate the Offeror for its reasonable
transaction costs should the Board of Directors withdraw or change its
recommendation for the Tender Offer due to a competing offer.

The Offeror's intention is to acquire all the shares and option rights in
Stonesoft and to cause the shares of Stonesoft to be delisted from NASDAQ OMX
Helsinki as soon as permitted and practicable under applicable laws and
regulations.


ADVISORS

UBS Limited acts as the financial advisor and Bird & Bird Attorneys Ltd. as the
legal advisor to Stonesoft in connection with the Tender Offer.

Goldman Sachs International acts as the financial advisor to McAfee. Roschier,
Attorneys Ltd. acts as Finnish legal advisor and Morrison & Foerster LLP as U.S.
legal advisor to McAfee and Intel in connection with the Tender Offer. Pohjola
Corporate Finance Ltd acts as the arranger of the Tender Offer.

Press Conference Monday 6 May 2013 at 12:30 - 01:30 p.m. EEST

Stonesoft and McAfee will hold a joint press conference regarding the Tender
Offer at 12:30-1:30 p.m. 6 May 2013 at G.W. Sundmans, Eteläranta 16 Helsinki,
Finland.



Media Hotline Monday 6 May 2013 at 01:30 - 4:00 p.m. EEST

Finland (in Finnish) 040 455 1302

International (in English) +358 40 455 1304



Shareholder Q&A call Monday 6 May 2013 at 11:30 a.m. EEST

Q&A call for investors, analysts and shareholders only. Organised by UBS and
Stonesoft.

Please pre-register (recommended) to join the call:

https://eventreg1.conferencing.com/webportal3/reg.html?Acc=939597&Conf=187506



Direct Dial-In numbers:

Conference ID: 932386

Finland: +358 (0)9 2313 9201

Outside Finland: +44 (0)20 7162 0077



Direct enquiries to Stonesoft executive management:

future@stonesoft.com



Further information:

CEO Ilkka Hiidenheimo, Stonesoft Corporation
tel. +358 (0)9 476 711
E-mail: ilkka.hiidenheimo@stonesoft.com



STONESOFT CORPORATION

The Board of Directors



INFORMATION REGARDING STONESOFT CORPORATION

Stonesoft Corporation (NASDAQ OMX: SFT1V) delivers software based, dynamic,
customer-driven cyber security solutions that secure information flow and
simplify security management. Stonesoft serves private and public sector
organizations that require high availability, ease-of-management, compliance,
dynamic security, protection of critical digital assets, and business continuity
against today's rapidly evolving cyber threats. Stonesoft leads research into
advanced cyber threats and the advanced evasion techniques (AETs) used in
stealth, targeted cyber attacks.

The company's product portfolio is based on one unified Security Engine software
platform that is the power behind Stonesoft's next generation firewalls, evasion
prevention systems, and SSL VPN solutions. The Security Engine back-end is
augmented by the Stonesoft Management Center front-end, which enables efficient
management of entire networks and brings excellent situational awareness and
operational cost savings.

Stonesoft's customer base covers more than 6,500 mid and large-sized
organizations across various industries and geographical markets. Stonesoft has
the highest customer retention rate in the industry due to low TCO, a flexible
licensing model, and overall customer service excellence. Founded in 1990, the
company's track record is well recognized and visionary by certifiers, industry
analysts and demanding customers. Stonesoft is headquartered in Helsinki,
Finland. For more information visit www.stonesoft.com.


INFORMATION REGARDING MCAFEE, INC.

McAfee, a wholly owned subsidiary of Intel Corporation (NASDAQ:INTC), empowers
businesses, the public sector, and home users to safely experience the benefits
of the Internet. The company delivers proactive and proven security solutions
and services for systems, networks, and mobile devices around the world. With
its Security Connected strategy, innovative approach to hardware-enhanced
security, and unique Global Threat Intelligence network, McAfee is relentlessly
focused on keeping its customers safe. http://www.mcafee.com.

INFORMATION REGARDING INTEL CORPORATION

Intel Corporation (NASDAQ: INTC) is a world leader in computing innovation. The
company designs and builds the essential technologies that serve as the
foundation for the world's computing devices.

Additional information about Intel Corporation is available at
www.intel.com/pressroom and blogs.intel.com.


THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG
KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED
BY APPLICABLE LAW.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT THE TENDER
OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON THE BASIS OF THE INFORMATION
PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR
INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS
PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION
OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR
INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX,
TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY
FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED
BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES,
CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.

GOLDMAN SACHS INTERNATIONAL, WHICH IS AUTHORISED BY THE PRUDENTIAL REGULATION
AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE PRUDENTIAL
REGULATION AUTHORITY IN THE UNITED KINGDOM, IS ACTING FOR MCAFEE, INC. AND NO
ONE ELSE IN CONNECTION WITH THE TENDER OFFER AND WILL NOT BE RESPONSIBLE TO
ANYONE OTHER THAN MCAFEE, INC. FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS
OF GOLDMAN SACHS INTERNATIONAL, OR FOR GIVING ADVICE IN CONNECTION WITH THE
TENDER OFFER OR ANY MATTER REFERRED TO HEREIN.




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