Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - INTEL CORP | d8k.htm |
| EX-99.3 - MANAGEMENT PRESENTATION, DATED AUGUST 18, 2010 - INTEL CORP | dex993.htm |
| EX-99.1 - TRANSCRIPT OF INTEL CORPORATION AND MCAFEE, INC - INTEL CORP | dex991.htm |
 Proposed Acquisition of McAfee Inc.
August 19
th
, 2010
Intel Corporation
Intel Corporation
Exhibit 99.2 |
 Paul S. Otellini
Paul S. Otellini
President and Chief Executive Officer
President and Chief Executive Officer |
 |
 Transaction Highlights
$7.68B, all-cash transaction
Unanimously approved by both boards
Wholly owned subsidiary
Commitment by McAfee management team to
stay on for multiple years
Commitment to McAfee
brand and all
product offerings |
 Internet Traffic Growth
Internet Traffic Growth
More Content, More Devices
More Content, More Devices
Source: Cisco
PB per Month
PB per Month
Video
Internet Voice
Internet Gaming
File Sharing
Web/Email
Forecast |
 Aug
16, 2010 “Malware, Spam: More of a
Threat than Ever Before”
April 9, 2009
“Digital Pearl Harbor, Cyber
9/11, and E-Qaeda”
Aug 18, 2010
“Social networking sees rise
in identity theft”
Aug 13, 2010
“ID Theft On The Rise;
People Start To Take Notice”
June 4, 2006
“Experts See Sharp Rise in
Malware Attack Probability”
CYBER THREATS ARE INCREASING
CYBER THREATS ARE INCREASING |
 Increasing Threats
Increasing Threats
The number of malware in the McAfee Database is at an all time high,
The number of malware in the McAfee Database is at an all time high,
and 10 million more were added in the first half of 2010
and 10 million more were added in the first half of 2010
Total Count of Unique Malware in McAfee Labs Database
Source: McAfee Q2 2010 Threats report
Source: McAfee Q2 2010 Threats report |
 SECURITY:
SECURITY:
The Third Pillar Of Computing
The Third Pillar Of Computing
SECURITY
Energy-Efficient
PERFORMANCE
Internet
CONNECTIVITY |
 |
 Renée J. James
Renée J. James
Senior Vice President
Senior Vice President
General Manager, Software and Services Group
General Manager, Software and Services Group |
 Recent Software
Acquisitions |
 Security At Intel
Security At Intel
Intel has been thinking about security for some time …
Intel has been thinking about security for some time …
•
•
Defense filters that systematically guard against viruses and
Defense filters that systematically guard against viruses and
malicious attacks
malicious attacks
•
•
Anti-theft technology
Anti-theft technology
•
•
And more
And more
Through products such as
Through products such as
…
…
•
•
Intel®
Intel®
Active Management
Active Management
Technology
Technology
•
•
Intel®
Intel®
vPro™
vPro™
family of
family of
platforms
platforms
•
•
Intel®
Intel®
Anti-Theft Technology
Anti-Theft Technology |
 Successful Partnership
Successful Partnership
Positive partnership for 18 months
Positive partnership for 18 months
McAfee and the company strategy
McAfee and the company strategy
Possibilities of a closer relationship between
Possibilities of a closer relationship between
hardware and software
hardware and software
McAfee’s incredible employees
Wholly owned subsidiary
Wholly owned subsidiary
Focus on its current, very
Focus on its current, very
profitable business
profitable business
Maintain all its current product lines
Maintain all its current product lines
and support for multiple architectures
and support for multiple architectures
and platforms
and platforms
•
•
Based on this positive collaboration, McAfee is the best security
Based on this positive collaboration, McAfee is the best security
software partner for Intel
software partner for Intel
•
•
Hardware-enhanced software will significantly enhance protection
Hardware-enhanced software will significantly enhance protection
for
for
consumers,
consumers,
governments
governments
and
and
businesses
businesses
–
–
and
and
also lead to
also lead to
breakthrough security innovations
breakthrough security innovations
•
•
First fruits of our strategic partnership will be released in 2011
First fruits of our strategic partnership will be released in 2011
|
 Dave DeWalt
Dave DeWalt
President and Chief Executive Officer
President and Chief Executive Officer
McAfee, Inc.
McAfee, Inc. |
 Andy Bryant
Andy Bryant
Executive Vice President
Executive Vice President
Technology, Manufacturing and Enterprise Services
Technology, Manufacturing and Enterprise Services
Chief Administrative Officer
Chief Administrative Officer |
 Transaction Summary
Transaction Summary
Purchase Price:
$7.68B , all cash transaction ; $6.8 billion net of cash
Earnings:
•
GAAP
–
slightly
dilutive
in
year
one,
approximately
flat
in
year
two,
and
improving
beyond that
GAAP
purchase
accounting
requires
us
to
take
a
one-time
write
down
of
deferred
revenue when the transaction closes and to amortize acquired intangibles.
Non-GAAP
excluding
adjustments-
slightly
accretive
in
year
one
and
improving
beyond that
Synergies:
Significant long term financial and strategic synergies
Price:
~60% premium to closing price yesterday and four weeks ago, within range of
comparable deals
Multiple of estimated earnings also in line with recent technology deals
Closing:
As early as the end of this year, subject to regulatory clearances, McAfee
stockholder approval, and customary closing conditions specified in the
agreement |
 Forward Looking Statements
Forward Looking Statements
This presentation includes forward-looking statements about the proposed
transaction between Intel and McAfee, including without limitation
statements about the growth of internet traffic, the growth of the security
business, the benefits of the proposed transaction and plans to release a
product resulting from the strategic partnership in 2011. Many factors could
cause actual results to differ materially from those expressed in these forward-looking
statements. Intel presently considers the following to be the important factors
that could cause actual results to differ materially from the forward
looking statements. Risks and uncertainties arising from the possibility
that the closing of the proposed transaction may be delayed or may not
occur. Difficulties with the integration process or the realization of the
benefits of the proposed transaction. Litigation or regulatory matters involving
antitrust and other issues that could affect the timing of closing of the
proposed transaction. Intel’s ability to respond quickly to
technological developments and to incorporate new features into its products
as a result of the proposed transaction. The intensely competitive industries in
which Intel and McAfee operate. General economic conditions in the regions
and industries in which Intel and McAfee operate. In addition, please refer
to the documents that Intel files with the SEC on Forms 10-K, 10-Q
and 8-K. The filings by Intel identify and address other important
factors that could cause events and results to differ materially from those contained
in the forward-looking statements set forth in this presentation. Intel is
under no duty to update any of the forward-looking statements after the
date of this presentation to conform to actual results.
|
 Additional Information
Additional Information
Additional Information and Where to find it
McAfee intends to file with the Securities and Exchange Commission (the
“SEC”) a preliminary proxy statement and a definitive proxy
statement and other relevant materials in connection with the merger. The
definitive proxy statement will be sent or given to the stockholders of McAfee.
Before making any voting or investment decision with respect to the merger,
investors and stockholders of McAfee are urged to read the proxy statement
and the other relevant materials when they become available because they will
contain important information about the merger. The proxy statement and other
relevant materials (when they become available), and any other documents
filed by McAfee with the SEC, may be obtained free of charge at the
SEC’s website, at www.sec.gov, at McAfee’s website at www.
mcafee .com (click on
“Investor Information”, then on “SEC Filings”) or from McAfee
by contacting Investor Relations by mail at McAfee , Inc., 3965 Freedom
Circle, Santa Clara, California 95054, Attention: Investor Relations, by
telephone at 408 346-5223.
Participants in the Solicitation
McAfee and Intel and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from McAfee
stockholders in connection with the merger. Information about Intel’s
directors and executive officers is set forth in Intel’s 2010 proxy statement on Schedule 14A filed
with the SEC on April 2, 2010 and its Annual Report on Form 10-K for the year
ended December 26, 2009, filed on February 22, 2010, respectively.
Information about McAfee’s directors and executive officers is set
forth
in
its
2010
proxy
statement
on
Schedule
14A
filed
with
the
SEC
on
April
30,
2010
(as
revised
on
May
10, 2010). Additional information regarding the interests of participants in the
solicitation of proxies in connection with the merger will be included in
the proxy statement that McAfee intends to file with the SEC. |
 |