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Exhibit 99.1
EDITORIAL CONTACT: FINANCIAL CONTACT:
Timothy Powers Steve Casey
RSA Security Inc. RSA Security Inc.
(781) 301-5344 (781) 301-5131
tpowers@rsasecurity.com scasey@rsasecurity.com
FOR IMMEDIATE RELEASE
RSA Security Announces Agreement to Acquire Securant Technologies
Award-Winning ClearTrust Authorization Solution Joins RSA Security's Market-
Leading Authentication, PKI and Encryption Products
Company to Discuss Transaction in Teleconference
and Webcast Today
BEDFORD, MASS., JULY 31, 2001 - RSA Security Inc. (Nasdaq: RSAS) today announced
it has signed an agreement to acquire Securant Technologies, Inc., a privately
held company that develops and delivers the award-winning ClearTrust(TM)
authorization solution. The consideration for the acquisition is $136.5 million
in cash, plus acquisition costs. RSA Security will account for this transaction
using purchase accounting. It is anticipated that the closing will occur in
August 2001, subject to customary closing conditions, including obtaining
required governmental approvals.
RSA Security expects this transaction to add approximately $3 to $4 million to
revenue of its core operating business in Q3, $5 to $7 million in Q4, and $35 to
$40 million in 2002. The company expects that in Q3 this transaction will be
dilutive to the earnings of its core operating business in the range of $0.01 to
$0.03, breakeven to accretive by up to $0.02 in Q4 of 2001, and accretive by
$0.05 to $0.08 cents in 2002, excluding goodwill amortization.
RSA Security will hold a conference call today to discuss this acquisition at
approximately 8:30 a.m. E.D.T. The dial-in number for this conference call in
the United States is 888-603-9221, the number for international calls is
630-395-0495; both numbers have a pass code of 731 RSAS. A replay of this
conference call will be available for two days. In addition, a live Web cast of
this conference call will be available on the "Investor" page of the company's
Web site. Webcast participants should register approximately 15 minutes prior to
the event to download and install any necessary software. A replay of this
Webcast will be available for two business days.
"Omgeo chose Securant's ClearTrust authorization solution to enable role-based
control of its Intelligent Trade Management Solutions(SM), including the
settlement portal," said George Wrenn, director of portal development of Omgeo,
a global joint venture of the Depository Trust & Clearing Corporation (DTCC) and
Thomson Financial. "The acquisition should prove to be beneficial for Omgeo and
other industry participants as RSA Security will be able to produce additional
powerful solutions for the industry."
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"Authorization has always been part of RSA Security's mission to enable secure
e-business by ensuring the authenticity of people, devices and transactions,"
said Art Coviello, CEO and president at RSA Security. "This acquisition will
help us fulfill that mission. We started with RSA SecurID authentication
solutions to help organizations ensure the identity of users. We are adding the
ClearTrust authorization solution to enable organizations to control what those
users see or do once they have been authenticated. RSA BSAFE encryption software
is designed to ensure the privacy and integrity of information and our RSA Keon
PKI solutions are designed to ensure the integrity of the transactions users
have been authorized to conduct."
"Authorization is an important part of enabling e-commerce, and a natural
complement to RSA Security's current capabilities," said Charles Kolodgy,
research manager at IDC. "Securant is a technology leader in this segment, and
RSA Security's acquisition should enable the company to offer even stronger
authorization solutions. This move should add a healthy dose of competition to
the market, which can help the segment grow and expand technology innovation."
"RSA Security's acquisition of Securant is a very positive step for the
company," said Dr. Verena Salzmann, consultant at research firm DataMonitor.
"Adding an authorization solution is an organic move that extends the company's
product range."
NEW PRODUCT TO SERVE EXPANDING MARKET
RSA Security believes this acquisition will enable it to provide leadership in
the growing authorization market segment. According to the research firm IDC,
the Web-based authorization market segment is expected to grow at a compound
annual rate of nearly 70 percent over the next four years. This increase is
being driven by organizations that need to both expand the number and types of
users who can access their networks, applications and Web sites, and at the same
time, consolidate their numerous Web sites under a comprehensive portal
management system.
Acquiring Securant enables the company to offer an award-winning authorization
product that is also a natural complement to RSA Security's authentication, PKI
and encryption solutions. Securant's ClearTrust was recently named the best
product in the authorization market segment, winning both Network Computing's
Editor's Choice and NetworkWorld's Blue Ribbon awards. These tests included
competitors such as Entrust, Oblix, Netegrity, Open-Networks, Entegrity,
Baltimore and Symantec.
Compared with other authorization solutions, ClearTrust has been recognized for
the following primary business benefits:
- Total solution scalability
- Speed of deployment
- Intuitive and cost-effective user management, and
- Open, interoperable Java-based architecture with full LDAP integration
ABOUT RSA SECURITY INC.
RSA Security Inc., The Most Trusted Name in e-Security(TM), helps organizations
build secure, trusted foundations for e-business through its RSA SecurID
two-factor authentication, RSA BSAFE encryption and RSA Keon digital certificate
management systems. With approximately
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one billion RSA BSAFE-enabled applications in use worldwide, more than nine
million RSA SecurID authentication users and almost 20 years of industry
experience, RSA Security has the proven leadership and innovative technology to
address the changing security needs of e-business and bring trust to the online
economy. RSA Security can be reached at www.rsasecurity.com.
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RSA, Keon, SecurID and BSAFE are registered trademarks, and The Most Trusted
Name in e-Security is a trademark of RSA Security Inc. ClearTrust is a trademark
of Securant Technologies, Inc.
This press release contains forward-looking statements relating to (1) RSA
Security's plan to release a new authorization product, (2) the growth of the
authorization market, and (3) the completion and anticipated financial results
of the Company's acquisition of Securant. Such statements involve a number of
risks and uncertainties. Among the important factors that could cause actual
results with respect to the release of a new product to differ materially from
those indicated by such forward-looking statements are operational delays in
development, technical difficulties, software bugs and errors, changes in
customer requirements and industry standards, technological changes in the
computer industry, competitive pressures and the risk factors detailed from time
to time in RSA Security's periodic reports and registration statements filed
with the Securities and Exchange Commission, including without limitation RSA
Security's Annual Report on Form 10-K filed on March 28, 2001 and Quarterly
Report on Form 10-Q filed on May 15, 2001. In addition, a number of important
factors could cause actual results with respect to the growth of the
authorization market to differ materially from those indicated in the
forward-looking statements, including competitive pressures, changes in customer
and market requirements and standards, market acceptance of new technologies,
technological changes in the computer industry, general economic conditions and
the risk factors detailed from time to time in RSA Security's periodic reports
and registration statements filed with the Securities and Exchange Commission,
including without limitation RSA Security's Annual Report on Form 10-K filed on
March 28, 2001 and Quarterly Report on Form 10-Q filed on May 15, 2001. Finally,
the completion of RSA Security's acquisition of Securant is subject to certain
customary closing conditions, and a number of important factors could cause the
actual financial results of the acquisition for RSA Security to differ
materially from those indicated by forward-looking statements in this press
release, including general economic factors; the company's failure to attract
and retain key Securant employees, integrate Securant's products with RSA
Security's product lines and integrate Securant's employees into RSA Security's
organization; and the risk factors detailed from time to time in RSA Security's
periodic reports and registration statements filed with the Securities and
Exchange Commission, including without limitation RSA Security's Annual Report
on Form 10-K filed on March 28, 2001 and Quarterly Report on Form 10-Q filed on
May 15, 2001.