March 6, 2002 — The Board of Clearswift Corporation, the secure content management company, is delighted to announce that its acquisition of Content Technologies from Baltimore Technologies plc was today approved by shareholders at an Extraordinary General Meeting in London.
The acquisition has created a British company that will be the world's number one company by market share for managing email and web secure content. Following the acquisition, Clearswift will:
The total consideration of £20.5 million comprises £12m in cash, £2.5m in Clearswift 5% loan notes maturing in 12 months and £6m in preference shares in Clearswift representing 11% of the enlarged company. To fund the acquisition and provide additional working capital requirements to expand and develop the enlarged business, Clearswift has secured £22m of new funding from a consortium of venture capitalists - Kennet Capital, Cazenove Private Equity and Amadeus Capital Partners.
Clearswift will take over Content Technologies' MIMEsweeper products, the world's leading family of Web, Email and Intranet content security solutions. These alongside Clearswift's award-winning Enterprise Email Management solutions will command more than 11,000 customers and more than 10 million users worldwide.
Commenting on the acquisition, Don Taylor, Chief Executive of Clearswift, said: "We are delighted that our offer has been accepted. During the last six weeks we have made significant progress in our plans to integrate both organisations' people, products and processes. We are confident that Content management and employees alike will welcome their secure new future under the Clearswift banner and that together we can work to strengthen our leading position worldwide."
The two companies are complementary in business, management, geography and sales channels. Clearswift will accelerate its product development as a result of the acquisition and be able to offer existing customers increased support and services going forward as well as maintaining its joint track record of market leading products.
Clearswift Corporation is a provider of award-winning Enterprise Email Management solutions. Clearswift provides organisations worldwide with highly scalable tools for content filtering, messaging policy enforcement and email security. Clearswift ES (Enterprise Suite) is a portfolio of products for larger enterprises, government organisations and service providers. MailGuard is a streamlined product for small and medium sized enterprises. Mistakes and malice using email can lead to high-profile security breaches, expensive lawsuits and damaged reputations. Clearswift products can combat the abuse of the email communications channel, in turn offering protection and peace of mind.
The company is headquartered in Ruscombe, Berkshire, with a Software Laboratory in Welwyn Garden City, Hertfordshire, UK. US headquarters are in Waltham, Massachusetts. Clearswift traded as NET-TEL from 1982 to June 2001. More information about Clearswift, its products and services is available at www.clearswift.com.
Content Technologies' MIMEsweeper products are the world's leading family of Web, Email and Intranet content security solutions. More than 10,000 customers and 10 million users globally use the award winning MIMEsweeper solutions to protect their networks and business form email and Web-based threats. These threats include the circulation of inappropriate images and text, Spam and oversize files that can cause degradation in network service, loss and corruption of data, breaches of confidentiality, as well as viruses and malicious code. For more information on Content Technologies, see www.mimesweeper.com.