PGP Inc Sold for $35M - News Flash

[Vin McLellan <vin@shore.net>]

Network Associates Acquires Pretty Good Privacy (PGP)

04:46 p.m Dec 01, 1997 Eastern Standard Time

SANTA CLARA, Calif., Dec. 1 /PRNewswire/ -- Network Associates, Inc.
(Nasdaq: NETA, commencing Dec. 2), formerly McAfee Associates
(Nasdaq: MCAF), announced today that it has a signed a definitive
agreement to acquire privately-held Pretty Good Privacy, Inc. (PGP).
The PGP acquisition extends Network Associates' network security and
management software products with the leading applied cryptographic
security solutions for protecting corporate assets and enabling
secure electronic communication.

According to an Ernst and Young study, top threats to network
security include virus attack, sabotage from inside the firewall and
sabotage from outside the firewall. The combination of PGP and
Network Associates unites leaders in addressing these corporate
security threats. Network Associates' McAfee anti-virus security
software is used by over 25 million users and more than 80% of the
Fortune 500. With more than four million users in 50 countries, PGP
is the worldwide de facto standard for Internet email and file
encryption.

"The synergy across our product lines is phenomenal," said Bill
Larson, chairman and CEO of Network Associates. "We will now be able
to provide an integrated software solution for securing both
corporate networks and enterprise data."

"There is a pressing need for comprehensive, integrated security
solutions," said Phil Dunkelberger, general manager of Network
Associates' Total Network Security Division, (formerly president and
CEO of PGP.) "The combination of resources and talent of the
respective companies will provide customers with a premier
enterprise-scale security solution."

Network Associates leads the way in providing large corporate
customers with integrated network security and management suites.
Network Associates' Total Virus Defense Suite incorporates client,
server and gateway protection against computer viruses, and is a
leading offering in its class. The PGP encryption and management
products, including the PGP Business Security Suite, will be the
cornerstone for a complementary suite offered by Network Associates
called the Total Network Security Suite. By combining Network
Associates' intrusion and virus detection products with Business
Security Suite's desktop encryption software, and key server and
policy management tools, the Total Network Security Suite will
address, in a single solution, the needs of network administrators
and corporate security officers.

PGP has long been a pioneer in the security industry, contributing
significantly to many of the principles that have driven the
industry. Network Associates will continue to support the guiding
principles that have made PGP a successful technology. These
principles include a commitment to strong encryption and open
standards. Network Associates will build on the progress made with
the Internet Engineering Task Force, including RFC2015 and the Open
PGP working group, to develop standards for security designed to
unify industry practice.

The acquisition, which is expected to close on or about December 15,
1997, is subject to PGP stockholder approval and other customary
closing conditions. Members of PGP's board of directors and
management, and certain other major PGP stockholders have agreed
separately with Network Associates to vote their PGP shares in favor
of the acquisition. The aggregate consideration payable in the
acquisition is approximately $36 million (payable at closing in cash
and the assumption of certain liabilities) and warrants to acquire a
specified number of shares of Network Associates common stock. The
acquisition will be accounted for under the purchase method of
accounting. In accordance with generally accepted accounting
principle, Network Associates expects to incur a significant charge
to earnings for the Dec. 31, 1997 quarter related to the purchase of
in-process research and development.

With headquarters in Santa Clara, Calif., Network Associates, Inc.,
formerly McAfee Associates, is a leading supplier of enterprise
network security and management solutions. Network Associates'
product offering includes four individual software suites, Total
Virus Defense, Total Network Security, Total Network Visibility and
Total ServiceDesk, which can be centrally managed from within the
Network Associates' NetTools unified management environment. For
more information, Network Associates can be reached at 408-988-3832
or on the Web at http://www.networkassociates.com.

This news release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Because such statements apply to future events, they are subject to
risks and uncertainties that could cause the actual results to
differ materially, including without limitation, integration risks
related to the proposed transaction and the risk that the proposed
transaction will not be consummated. Important factors which could
cause actual results to differ materially are described in Network
Associates' reports on Form 10-K and 10-Q filed with the Securities
and Exchange Commission. SOURCE Network Associates, Inc.

      Vin McLellan + The Privacy Guild + <vin@shore.net>
  53 Nichols St., Chelsea, MA 02150 USA <617> 884-5548
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