dfan14a
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant o
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Filed by a Party other than the Registrant þ
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Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
þ Soliciting Material Pursuant to §240.14a-12
Altiris, Inc.
(Name of Registrant as Specified in its Charter)
Symantec Corporation
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies: |
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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o Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the
date of its filing. |
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(1)
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Date Filed: |
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CONFIDENTIAL and PRIVILEGED
Symantec to Acquire Altiris
January 29, 2007
Helyn Corcos, VP Investor Relations, Symantec
Good morning and thank you for joining our call to discuss Symantecs proposed acquisition of
Altiris.
With me today are John Thompson, Chairman of the Board and CEO of Symantec, Greg Butterfield,
President and CEO of Altiris, James Beer, Executive Vice President and CFO of Symantec, and Steve
Erickson, Vice President and CFO of Altiris.
In a moment I will turn the call over to John who will discuss the strategic rationale of the
proposed acquisition and Symantecs view of the endpoint opportunity. Then, Greg will discuss the
rationale of the acquisition from Altiris perspective. Greg will be followed by James who will
provide a summary of transaction details, a description of how Altiris will be structured within
Symantec, and our financial expectations. Steve will join us for the question and answer session.
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Todays call is being recorded and will be available for replay on Symantec and Altiris investor
relations websites. In addition, a copy of todays press release and a presentation outlining the
strategic merits of the acquisition are currently available on each of our websites. We encourage
you to review the presentation as we deliver our prepared remarks. A copy of todays prepared
comments will be available on the investor relations websites shortly after the call is completed.
Before we begin, I would like to remind everyone that the information discussed on this call
contains forward-looking statements that involve risks and uncertainty, including expectations
regarding the closing of the acquisition and the potential benefits of the combination of Symantec
and Altiris. Such risk factors include, among others, satisfaction of closing conditions to the
transaction, our ability to successfully integrate the merged businesses and technologies, and
customer demand for the technologies and integrated product offerings.
These statements are based on current expectations and actual results may differ materially from
those set forth. Additional information concerning factors that may cause actual results to differ
can be found in the Symantecs and Altiriss respective filings with the U.S. Securities and
Exchange Commission.
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Lastly, the subject matter discussed on this conference call will be addressed in a proxy statement
to be filed by Altiris with the SEC, which may be obtained, without charge, at the SECs web site
following the filing. We urge you to read it when it becomes available because it will contain
important information.
Its now my pleasure to introduce Symantecs CEO John Thompson. Go ahead John.
John W. Thompson, Chairman and CEO, Symantec
Thank you and good morning. Today, we have announced that Symantec has signed a definitive
agreement to acquire Altiris.
We are really excited about bringing these two companies together. It has always been my view that
the most secure endpoint is a well managed endpoint. Symantec and Altiris share a common passion
and common vision for the endpoint computing environment to protect and manage the tens of
millions of connected desktops, laptops, mobile devices and servers that create the fabric of
todays global IT infrastructure. I believe this shared vision is evident in our respective
product expertise, our highly synergistic distribution strategies, and our pursuit of
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common technologies that will shape endpoint security and the endpoint systems management market in
the coming years.
What I find most exciting about this transaction is that it immediately leverages our respective
core competitive advantages Symantecs extensive expertise in endpoint security, compliance and
backup and Altiris expertise in endpoint management and remediation. Combined, our solutions will
create what we believe will be the most comprehensive endpoint suite available. We will have the
opportunity to provide customers with products and solutions from the moment a new machine or
device is attached to a network until final migration and retirement all the while ensuring the
security of the endpoint and maintaining information protection and integrity.
Now, let me run you through a specific example of how we believe the technologies will
interoperate:
For todays IT professionals, managing the dynamics of endpoint infrastructure is a challenging
task. Change comes in many forms, new endpoint devices, virtual systems, upgrades to operating
systems, service based delivery for applications, and a variety of emerging wireless protocols.
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In many of these cases, customers put Symantec Deepsight threat management system to work
immediately analyzing new vulnerabilities as they are discovered. Any exposed endpoint devices
would be quickly identified by the Altiris Configuration Management Database (CMDB) to determine
the extent of a vulnerability in an environment and possible corrective measures. Symantec
delivers updated threat signatures that protect against an immediate attack. In the case of an
infected endpoint, Symantecs security products repair the damage by disinfecting or quarantining
the system. Furthermore, we will now be able to complete the remediation process using Altiris
technologies to deploy the necessary patch. Moreover, once the assets are repaired and protected,
the Altiris CMDB is updated and compliance status is recalibrated using the Symantec compliance
solutions. This creates a true closed loop system for managing the endpoint environment.
The complementary fit between Symantec and Altiris doesnt stop with our technology. We also share
similar go-to-market models through our VAR, systems integrator, and OEM partners. We believe this
combination will strengthen our position in the SME market. Our respective partnerships with Dell
and HP, for example, are highly complementary. In addition, both Symantec and Altiris are
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already working closely with Intel on its vPro initiatives to build the next generation of secure
and manageable PCs.
And now, Id like to ask Greg to provide his perspective on this endpoint opportunity and how
Altiris is positioned for the future.
Greg Butterfield, President and CEO, Altiris
Thank you, John, and good morning. This is an exciting day for everyone at Altiris. We are pleased
to join a respected industry partner and look forward to building on our respective strengths to
compete in the future.
As John mentioned, there are tremendous synergies between the capabilities of our product sets,
between our customers and partners, and our relentless focus on the endpoint that will make us a
stronger entity in the long term.
Id like to take a moment to talk about how we view the market opportunity and share our
perspectives on where the endpoint market is headed. From our beginnings, Altiris saw a significant
gap between legacy mainframe and client/server products developed for the data center, and tools
available to manage highly distributed endpoint environments. Today, Altiris helps more than 20,000
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companies of all sizes manage desktops, laptops, servers and handheld devices within their IT
infrastructures using a unified management architecture. Our modular, integrated solutions help IT
managers deploy, migrate and restore software settings ... identify, track and analyze their
hardware and software assets ... and facilitate problem resolution while reducing the overall cost
to secure and manage IT resources.
Our Client Management Suite has been highly successful in the marketplace and we continue to
innovate and anticipate market trends. For example, our Software Virtualization Solution, or SVS,
is pioneering technology for desktop application management that virtualizes applications for
easy deployment and streamlined operations, reduced support costs, and improved security.
Separately, our architecture is able to manage the exploding number of virtual operating system
environments in both the endpoint and in the data center.
Another key trend is the growth of mobile devices. Altiris Client Management Suite supports todays
increasingly heterogeneous mobile workforce including desktops, notebooks, thin clients,
handhelds, industry-standard servers, and heterogeneous software including Windows, Linux and UNIX.
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Last, the growing acceptance of service oriented architectures is changing how businesses use and
manage their endpoints, as well as enabling new delivery models for endpoint management and
control. With the success of our Software Development Platform, Altiris has gained significant
recognition as an open standard-based, service-ready platform enabling customers to rapidly
develop and integrate their unique solutions and/or third party applications with the Altiris
architecture.
Driven by customer demand, the convergence of security and IT operations is a reality in todays IT
market. The combination of Altiris leadership and innovation in service-oriented management
solutions and Symantecs expertise in endpoint security, compliance and backup positions us to
offer total package suites that address this market trend.
In the future, we believe the similar visions and philosophies that we share with Symantec will
allow us to capitalize on these and other upcoming technology trends in the endpoint market.
Regarding our fourth quarter results, as our press release stated this morning, we expect our
fourth quarter revenue and non-GAAP earnings per share results to be
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at the upper end of our previously stated guidance. We were pleased with the progress we made in
the fourth quarter of 2006, and we look forward to providing you with the details when we release
earnings on February 5th.
With that, let me hand the call over to James.
James Beer, Executive Vice President and CFO, Symantec
Thank you Greg. I will walk through a brief summary of the transaction details and a description
of how Altiris will be structured within Symantec, as well as an update on the expected impact this
transaction will have on our financial results.
The acquisition will be an all-cash transaction paid from Symantecs existing liquidity sources and
will be accounted for under purchase accounting rules. The acquisition will be subject to
regulatory, as well as Altiris stockholder approvals. The transaction is expected to close as soon
as practicable with the intent to close during the second calendar quarter of 2007. Under the
terms of the agreement, Altiris stockholders will receive $33 per share in cash, which represents
an enterprise value of roughly $830 million, net of Altiris approximately $200 million cash
balance.
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From an operating perspective, once the acquisition is finalized, Altiris will operate as a new
business unit within Symantec. Greg Butterfield will continue to lead the team reporting directly
to John Thompson. This should minimize any disruption to the market momentum Altiris has
established.
We have identified back-office cost savings such as public company expense and facilities
consolidation which should generate cost savings opportunities for the combined entity that will
allow this transaction to be accretive to our FY08 operating plan. We note that Altiris research
and development organization, and sales and marketing teams will largely remain intact. We expect
little disruption to Symantecs channel and direct sales organization.
Now, I would like to hand the call back to Helyn to open the call for Q&A.
Helyn Corcos, VP Investor Relations, Symantec
Thanks. Operator will you please begin polling for questions? While the operator is polling for
questions, Id like to remind everyone that todays press release and a copy and a supplemental
presentation are available on each of our investor relations websites. In addition, a copy of our
prepared remarks will be available shortly after the call is completed.
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Operator, we are ready for the first question.
ADDITIONAL INFORMATION
Altiris intends to file with the Securities and Exchange Commission preliminary and definitive
proxy statements and other relevant materials in connection with the transaction. The proxy
statement will be mailed to the stockholders of Altiris. Before making any voting or investment
decision with respect to the transaction, investors and stockholders of Altiris are urged to read
the proxy statement and the other relevant materials when they become available because they will
contain important information about the transaction, Altiris and Symantec. Investors and security
holders may obtain free copies of these documents (when they are available) and other documents
filed with the Securities and Exchange Commission (the SEC) at the SECs web site at www.sec.gov.
In addition, investors and security holders may obtain free copies of the documents filed with the
SEC by Altiris at its corporate website at www.altiris.com under Company-Investor Relations or by
contacting Investor Relations at Altiris, Inc. 588 W. 400 S., Lindon, UT 84042.
Altiris and its officers and directors may be deemed to be participants in the solicitation of
proxies from Altiris stockholders with respect to the transaction. A description of any interests
that these officers and directors have in the transaction will be available in the proxy statement.
In addition, Symantec may be deemed to have participated in the solicitation of proxies from
Altiris stockholders in favor of the approval of the Agreement. Information concerning Symantecs
directors and executive officers is set forth in Symantecs proxy statement for its 2006 annual
meeting of stockholders, which was filed with the SEC on July 25, 2006, Annual Report on Form 10-K
for fiscal 2006 and Current Report on Form 8-K filed on January 22, 2007. These documents are
available free of charge at the SECs web site at www.sec.gov or by going to Symantecs Investor
Relations page on its corporate website at www.symantec.com.
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