June 25, 2008
Barracuda Networks Increases Bid to Acquire Sourcefire
Barracuda Networks Inc., the worldwide leader in email and Web security appliances, today announced that it has increased it's offer to acquire Open source innovator and SNORT(R) creator, Sourcefire Inc. (Nasdaq:FIRE), to $8.25 per share in cash. Barracuda Networks first made this proposal to Sourcefire in a confidential letter to Sourcefire Chairman Joseph R. Chinnici on June 9. The letter also repeated invitations to engage in discussions that would help Barracuda Networks understand where additional value might be found that could enable Barracuda Networks to further increase its proposed price.
Sourcefire declined Barracuda Networks' June 9 proposal in a letter dated June 18, shortly following Sourcefire's announcement that John C. Burris would replace Wayne Jackson as the company's CEO. The letter stated that the Sourcefire board believes the Barracuda Networks proposal is not in the best interest of Sourcefire and its stockholders and that the "Board is confident that Mr. Burris will build upon our strategic plans to take Sourcefire to the next level to maximize stockholder value.""We genuinely believe that it is in the best interests of Sourcefire's stockholders for the board to accept Barracuda Networks' proposal and enter into meaningful discussions with Barracuda Networks regarding the terms of a transaction," said Dean Drako, Barracuda Networks President and CEO. "Despite their refusal of our revised proposal, we hope to continue dialogue with the Sourcefire board and Mr. Burris to reach mutually agreeable terms."
Below is the text of the June 9 letter from Barracuda Networks to Sourcefire: June 9, 2008 Joseph R. Chinnici, Chairman The Board of Directors Sourcefire Inc. 9770 Patuxent Woods Dr. Columbia, MD 21046 Dear Joseph: Thank you for your call the other day. It was helpful to learn of your perspective on Sourcefire and its value. Your comments contributed to a better understanding of the basis of your thoughts. As a follow-up, I want to take this opportunity to reiterate several of the points made previously and to revise our proposal. As has been disclosed, Barracuda Networks is interested in acquiring Sourcefire because we believe that a combination of our companies makes strategic sense and is in the best interests of Sourcefire's stakeholders. Over the past few months we have had discussions with Wayne Jackson and with some of your fellow directors in an unsuccessful effort to enter in to negotiations regarding such a combination. In our letter to Wayne Jackson dated May 27, 2008, we offered $7.50 per share, a meaningful premium to the trading and enterprise value of Sourcefire at the time. We based our offer on the best available information that we had about Sourcefire and its prospects and how the combined businesses could operate together. In our discussion, you indicated that our proposal does not reflect the total value of Sourcefire. Obviously, if we are relying exclusively on publicly available information, the tendency may be to accord less value than insiders perceive because it is not possible to assess fully the prospects and risks inherent in the business. We are prepared to raise our offer to $8.25 per share at this time and we are interested in working together with you and your team, pursuant to an appropriate Non-Disclosure Agreement, to understand where additional value may be found. Appropriately informed, we are prepared to continue the discussion of fair consideration to the Sourcefire shareholders. We believe that, working together, we can consummate a transaction that enhances value for the Sourcefire shareholders, with minimal disruption to your organization. Further, we do not expect any financing contingencies or extensive regulatory hurdles to completing this transaction. We have engaged Needham & Company, LLC and Wilson, Sonsini, Goodrich & Rosati as our financial and legal advisors and they are standing by to commence the due diligence investigation and facilitate our informed discussion of valuation. We would like to enter into a NDA and to work with you and the management team to identify areas of value and to create a transaction that enhances value for our respective shareholders. I look forward to your response. Respectfully, Dean Drako President and CEO Barracuda Networks Inc.
About Barracuda Networks Inc.
Barracuda Networks Inc. is the worldwide leader in email and Web security appliances. Barracuda Networks also provides world-class IM protection, application server load balancing, Web application security, and message archiving appliances. More than 50,000 companies, including Coca-Cola, FedEx, Harvard University, IBM, L'Oreal, and Europcar, are protecting their networks with Barracuda Networks' solutions. Barracuda Networks' success is due to its ability to deliver easy to use, comprehensive solutions that solve the most serious issues facing customer networks without unnecessary add-ons, maintenance, lengthy installations or per user license fees. Barracuda Networks is privately held with its headquarters in Campbell, Calif. Barracuda Networks has offices in eight international locations and distributors in more than 80 countries worldwide. For more information, please visit www.barracuda.com.