defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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 |
McAFEE, INC.
(Name of Registrant as Specified In Its Charter)
(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)(4) and 0-11. |
|
o |
|
Fee paid previously with preliminary materials. |
|
o |
|
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. |
(1) |
|
Amount Previously Paid: |
|
|
|
(2) |
|
Form, Schedule or Registration Statement No.: |
|
|
|
(3) |
|
Filing Party: |
|
|
|
(4) |
|
Date Filed: |
|
|
|
|
|
THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010 Thomson Reuters. All rights reserved. Republication or
redistribution of Thomson Reuters content, including by framing or
similar means, is prohibited without the prior written consent of
Thomson Reuters. Thomson Reuters and the Thomson Reuters logo
are registered trademarks of Thomson Reuters and its affiliated
companies.
|
|
|
FINAL TRANSCRIPT
Aug. 19. 2010 / 2:00PM, MFE McAfee, Inc. to be acquired by Intel Corporation Webcast
CORPORATE PARTICIPANTS
Kevin Sellers
Intel Corporation VP-IR
Paul Otellini
Intel Corporation President & CEO
Renee James
Intel Corporation SVP & GM Software and Services Group
David DeWalt
McAfee, Inc. President & CEO
Andy Bryant
Intel Corporation EVP, Chief Administrative Officer
CONFERENCE CALL PARTICIPANTS
Jim Covello
Goldman Sachs Analyst
Uche Orji
UBS Analyst
Stacy Rasgon
Sanford Bernstein Analyst
John Pitzer
Credit Suisse Analyst
Ross Seymore
Deutsche Bank Analyst
John Barton
Cowen and Company Analyst
Mark Lipacis
Morgan Stanley Analyst
PRESENTATION
Operator
Good morning, ladies and gentlemen, thank you for standing by. Welcome to todays conference call
to discuss Intels acquisition of McAfee. All lines have been placed on mute to prevent any
background noise. After the speakers remarks there will be a question-and-answer session.
(Operator instructions) I would now like to turn the presentation over to your host for todays
call, Mr. Kevin Sellers, Vice President of Investor Relations. Please proceed, sir.
Kevin Sellers Intel Corporation VP-IR
Good morning and welcome, everyone, to our conference call regarding the announcement of Intels
pending acquisition of McAfee Inc. Im joined today by Paul Otellini, President and CEO of Intel;
Andy Bryant, Executive Vice President and Chief Administration Officer of Intel; Renee James,
Senior Vice President and General Manager of the Software and Solutions Group at Intel; and were
also joined today by Dave DeWalt, President and CEO of McAfee, Inc.
We excuse our CFO, Stacy Smith, who is currently on a well-earned sabbatical for several weeks.
Stacy will be back in a few weeks and will resume his place next to Paul at our next earnings
conference call, scheduled for October 12, 2010.
|
|
|
THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010 Thomson Reuters. All rights reserved. Republication or
redistribution of Thomson Reuters content, including by framing or
similar means, is prohibited without the prior written consent of
Thomson Reuters. Thomson Reuters and the Thomson Reuters logo
are registered trademarks of Thomson Reuters and its affiliated
companies.
|
|
|
1
FINAL TRANSCRIPT
Aug. 19. 2010 / 2:00PM, MFE McAfee, Inc. to be acquired by Intel Corporation Webcast
Todays conference call is being delivered via audio conference and webcast. Those joining by
webcast will note that there are slides that will be accompanying this conference call. Those
dialed into the audio bridge may wish to log into the webcast so you can follow the slides linked
to the speaker comments. This conference call is being recorded and will be available for replay on
our website in approximately two hours after the conclusion of this call.
A few important items before I begin let me remind everyone that todays discussion does contain
forward-looking statements based on the environment as we currently see it and, as such, does
include risks and uncertainties. We assume no obligation to update these forward-looking
statements. Please refer to our press release and our most recent 10-Q filings of Intel and McAfee
for more information on the specific risk factors that could cause actual results to differ
materially.
Our agenda today will proceed as follows. Paul Otellini will provide some strategic overview about
this transaction and why Intel has made this investment. He will be followed by Renee James, who
will provide some more details about the security business segment and how this acquisition will
bring new innovations in security to computing. Then, Dave DeWalt, CEO of McAfee, will have a few
comments about McAfees perspective on this acquisition. Finally, Andy Bryant will provide a
summary of the financial details of this transaction.
With that, let me now hand it over to Paul.
Paul Otellini Intel Corporation President & CEO
Thanks, Kevin. Im pleased to announce today the planned acquisition of McAfee Corporation by
Intel. This is an important strategic step that we believe will benefit Intel, our stockholders,
our customers and Internet users worldwide.
Before I get into the strategic reasoning behind the acquisition, let me first review the specifics
of the deal. Its a $7.68 billion all-cash transaction. It has unanimous approval by both boards.
McAfee will be maintained as a wholly-owned subsidiary of Intel Corporation. We have a commitment
by the McAfee management team to stay on for multiple years post-close, and Intel is giving its
commitment to the McAfee brand and all McAfee product offerings.
Now let me talk about why this deal is important and makes strategic sense for Intel. Over the past
couple of decades, there have been a few critically important inflections in the computing
landscape. In the 1990s, as the Internet began to grow, we added capabilities to our platforms so
that users could connect to the Internet and with each other in ways that were previously not
possible. PC demand exploded as result. In the last decade the combination of wireless connectivity
and energy-efficient performance in computing platforms drove a new wave of growth in mobile
computing that continues to accelerate across a wider and wider array of computing devices.
Today I believe that we are entering a new era for computing platforms that has brought strategic
implications for our Company and will impact users worldwide. We now live in a world of billions of
connected computing devices. Internet traffic is growing at a 40% per year compounded annual growth
rate. Most of us are spending more and more of our lives online for productivity, entertainment,
social networking or e-commerce related activities.
Growing alongside the increasing Internet usage is the sophistication and frequency of security
attacks against individual consumers, enterprises and governments around the world. The number of
new security threats identified every month continues to rise, and in the first half of this year
alone there were over 10 million new malware variants added to the McAfee (technical difficulty)
database.
As a result, we have concluded that security has now become the third pillar of computing, joining
energy-efficient performance and Internet conductivity in importance. We believe that the future of
computing will rest on improvements in and the integration of these three key pillars. We believe
that security will be most effective when enabled in hardware. Joining the assets of McAfee with
Intel will accelerate and enhance the combination of hardware and software solutions, improving the
overall security of
|
|
|
THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010 Thomson Reuters. All rights reserved. Republication or
redistribution of Thomson Reuters content, including by framing or
similar means, is prohibited without the prior written consent of
Thomson Reuters. Thomson Reuters and the Thomson Reuters logo
are registered trademarks of Thomson Reuters and its affiliated
companies.
|
|
|
2
FINAL TRANSCRIPT
Aug. 19. 2010 / 2:00PM, MFE McAfee, Inc. to be acquired by Intel Corporation Webcast
our platforms. Bringing together McAfee and Intel will facilitate innovative breakthroughs in
security going forward. The bottom line is this will better protect Internet users and their
devices, and that will accelerate growth for Intel and value for our shareholders.
In summary, we are very excited about this transaction, as it allows Intel to innovate across all
three key pillars of computing, energy efficient performance, Internet connectivity and now
security. As part of Intels transformation from a PC company into a computing company, the
addition of this capability positions Intel well for the future of computing across a broad range
of devices and usages.
With that, let me hand the call over to Renee James, who runs our software and services group, for
more details about this acquisition. Renee?
Renee James Intel Corporation SVP & GM Software and Services Group
Many of you may not be aware that Intel has been collaborating closely with McAfee for over 18
months on ways to improve security. We know, trust and respect each other. They have phenomenally
talented employees, and after working alongside each other and recognizing that we share a common
vision for improving security, it made good sense that we take this step. The threats and
opportunities are simply too large and important to tackle alone, and thats why were here today.
The proposed acquisition of McAfee executes against Intels software strategy to grow our business
by using software to enhance hardware. Weve done this successfully with over a dozen software
acquisitions, including Wind River and Havok, which represents a fundamental belief that the most
pressing problems in computing will require both hardware and software solutions.
As Paul said, security is top of mind for consumers, and knowing that your PC, your smart phone or
your Internet-connected device is securely connected to the network and to the world can change how
useful that device really is. This is especially true in mobile devices, ones that are connected to
the cloud that do not have the capacity to hold all of the storage all of the information in
storage and memory, but will always be connected.
The McAfee transaction is a logical next step in security. As you may know, our active management
technology and our vPro family of platforms have programmable defense filters that systematically
guard against viruses and malicious attacks today. We also recently launched the Intel anti-theft
technology, which will disable a computer if its lost or stolen. Our teams have been working
together to build enhanced security solutions that can better protect consumers and the industry
from malicious events. Through this partnership weve had an opportunity to learn about McAfee, the
possibilities of what a closer partnership between hardware and software could bring and their
incredible employees. Im excited to say that the first fruits of our strategic partnership will be
released in the early part of 2011. We look forward to having McAfee join the Intel family out. As
a subsidiary, McAfee will continue to focus on its current, very profitable business. It will also
maintain all of its current product lines and support for multiple architectures and platforms.
And with that Id like to turn it over to Dave.
David DeWalt McAfee, Inc. President & CEO
Okay, thank you, Paul; thank you, Renee. Im very pleased to be here this morning. For those of you
I dont know personally, Im the President and CEO of McAfee.
Today is a great day for McAfees employees, customers and stockholders. Over the last several
years, McAfee has been on a tremendous journey to make the world a safer place. Through our focused
strategy and execution, we have effectively emerged as a leading global Internet security provider.
McAfees products are used by over 200 million users worldwide, and we have an incredibly strong
partner ecosystem. Unlike any other security provider, McAfee offers a whole complement of consumer
and corporate security products, services and solutions covering endpoint security, network
security and cloud security with
|
|
|
THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010 Thomson Reuters. All rights reserved. Republication or
redistribution of Thomson Reuters content, including by framing or
similar means, is prohibited without the prior written consent of
Thomson Reuters. Thomson Reuters and the Thomson Reuters logo
are registered trademarks of Thomson Reuters and its affiliated
companies.
|
|
|
3
FINAL TRANSCRIPT
Aug. 19. 2010 / 2:00PM, MFE McAfee, Inc. to be acquired by Intel Corporation Webcast
the most comprehensive global threat intelligence in the industry, with cloud services such as Web,
content and application reputation.
By becoming part of the Intel organization, we believe we can continue to create new and innovative
security solutions. As Paul and Renee have outlined, with the explosion of new IP-connected devices
and continued growth in the threat landscape, our opportunity has expanded dramatically and our
strategy is paying off. What I hope you hear is the similarities of the vision we share with Intel.
Im very excited and fully committed to joining the Intel team in continuing to lead the McAfee
organization as an independent subsidiary. I want to thank McAfees employees, our partners and our
customers, and look forward to the next chapter in our relationship with Intel. Looking ahead, I
truly believe the future is bright for McAfee.
Kevin Sellers Intel Corporation VP-IR
Okay, thanks, Dave. Well end the prepared remarks section with a few comments on the transaction
itself from Andy.
Andy Bryant Intel Corporation EVP, Chief Administrative Officer
Good morning. I will briefly review some of the terms and operational aspects of the transaction.
As Paul said, Intel has agreed to purchase all the common shares of McAfee at $48 per share in an
all-cash transaction. The purchase price is approximately $7.7 billion. Net of cash, the purchase
price is $6.8 billion.
On a GAAP basis we expect the combination to be slightly dilutive to earnings in the first year of
operations and approximately flat in the second year. GAAP purchase accounting requires us to take
a one-time write-down of deferred revenue when the transaction closes and to amortize acquired
intangibles. On a non-GAAP basis, excluding these two adjustments, we expect the combination to be
slightly accretive in the first year and to improve beyond that. Longer term, we expect the
financial and strategic synergies from this combination to be significant.
The purchase price of $48 per share includes a premium of approximately 50% over the closing price
of the stock yesterday and four weeks ago. The premium is within the range of recent large software
and securities transactions, and we believe it is a reasonable price for McAfees growth and
profitability and for the potential additional value McAfee and Intel can bring together.
The multiple of price to earnings, based on analysts forecast for 2011, is also in line with
recent technology deals. Intels and McAfees Boards of Directors have unanimously approved this
transaction, which we hope may close as early as the end of this year, subject to regulatory
approvals, management/stockholder approval and other customary closing conditions specified in the
agreement.
In summary, the initial impact of this transaction will be to reduce cash on the balance sheet. In
the first year or two, we expect the impact of income statement to be largely neutral. Over time we
expect the full benefit to owners, customers and consumers to be substantial as Intel and McAfee
combine resources to take security to a new level.
Kevin Sellers Intel Corporation VP-IR
Thanks, Andy. Well now move to Q&A. Wed like to have each participant ask just one question and
if you have a follow-up, you can follow up with one, and then well move to the next questioner. So
Carrie, you can introduce our first question.
|
|
|
THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010 Thomson Reuters. All rights reserved. Republication or
redistribution of Thomson Reuters content, including by framing or
similar means, is prohibited without the prior written consent of
Thomson Reuters. Thomson Reuters and the Thomson Reuters logo
are registered trademarks of Thomson Reuters and its affiliated
companies.
|
|
|
4
FINAL TRANSCRIPT
Aug. 19. 2010 / 2:00PM, MFE McAfee, Inc. to be acquired by Intel Corporation Webcast
QUESTIONS AND ANSWERS
Operator
(Operator instructions) Jim Covello, Goldman Sachs.
Jim Covello Goldman Sachs Analyst
Great, guys, thanks so much for taking the question, congratulations on the announcement of the
deal today. I guess maybe if I could ask the first question, how much of the strategic focus of
this deal, looking forward, is going to be in the embedded market as opposed to the traditional
core PC market on either the consumer or enterprise side?
Renee James Intel Corporation SVP & GM Software and Services Group
We think that theres an explosive growth opportunity in the embedded, and by embedded, we include
into that traditional embedded devices as well as new, emerging categories like Internet-connected
TVs and other markets that we can serve and reach with Atom. Dave, do you want to add anything to
that?
David DeWalt McAfee, Inc. President & CEO
Renee, Id just add on, when you look at the movement from IPv4 to IPv6, which is really now some
of the new Internet protocols, we are seeing an explosion of billions of devices on the Internet.
Those devices need to be secured, and with the threat landscape, combination with those devices,
the embedded market is a very specific and high-opportunity market for us.
Jim Covello Goldman Sachs Analyst
And is it safe to say that anywhere where Intel sells an Atom, we are going to be targeting
additional security functionality, either through software or embedded into the hardware through
this acquisition?
Renee James Intel Corporation SVP & GM Software and Services Group
I would say, anywhere in tell is selling silicon. One of the things that we are really excited
about in this particular acquisition is that security is as applicable in the data center and to
the PC client as it is in any embedded device or emerging category of connected device like
televisions and other things, automotive, that might be connected to the Internet.
Jim Covello Goldman Sachs Analyst
Can I get one more follow-up, Kevin? Is that okay?
Kevin Sellers Intel Corporation VP-IR
No. Ill get the [flame mails]. Lets go on to the next questioner.
Operator
Uche Orji, UBS.
|
|
|
THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010 Thomson Reuters. All rights reserved. Republication or
redistribution of Thomson Reuters content, including by framing or
similar means, is prohibited without the prior written consent of
Thomson Reuters. Thomson Reuters and the Thomson Reuters logo
are registered trademarks of Thomson Reuters and its affiliated
companies.
|
|
|
5
FINAL TRANSCRIPT
Aug. 19. 2010 / 2:00PM, MFE McAfee, Inc. to be acquired by Intel Corporation Webcast
Uche Orji UBS Analyst
Congratulations on the deal, but just one quick question, Paul. I think this is probably something
most investors are asking will be, do you really need to own McAfee to achieve more strategic
options? Can you just walk me through the rationale between what, say, joint venture [collabs] look
like as opposed to actually owning this? Im still struggling to understand what owning this does
beyond just, say, joint venture strategies. So if you can help me understand that, that would be
helpful.
Paul Otellini Intel Corporation President & CEO
Sure, thats a good question, Uche. In working with them, the notion of moving beyond just
partnering became very, very clear. I think that the products that we are coming out with in 2011,
as Renee talked about, are really exciting, and they add a measure of security and goodness to the
platforms that we offer today. As we worked on those kinds of projects, we began to understand two
things one, that having a deeper collaboration, where we could look long term and try to look at
the combination, the deeply-integrated combination of hardware and software capabilities, would add
substantial value to our platforms and differentiation to our platforms, number one.
Number two, it became pretty clear to us that the value of that offering was fairly significant,
and it made sense from a financial perspective to have that value accrue to Intel shareholders.
Uche Orji UBS Analyst
So in terms of it seems to me like the software division at Intel is probably now shifting more
to become a profit center and a revenue driver with this deal. As you look at what could be the
revenue synergy going forward from this, as you combine [the demand] some of the things we see
weve heard Renee talk about Atom (inaudible) strategy. But also, is there any more synergy you can
get, say, within your corporate relationships with customers, given that 60% of McAfees revenues
come from corporations? Just help us understand how the revenue synergy can expand a little bit
further, given the things you already have right now. Thanks.
Paul Otellini Intel Corporation President & CEO
Youre asking a question about other potential software areas or are you asking how deep this one
goes?
Uche Orji UBS Analyst
How deep this one goes and (multiple speakers).
Paul Otellini Intel Corporation President & CEO
Yes, I think Renee tried to cover that, but our view is it goes everywhere we sell a
microprocessor, theres an opportunity for a security software sale to go with it. Its not just
the opportunity to co-sell, its the opportunity to deeply integrate these into the architecture of
our products.
Operator
Stacy Rasgon, Sanford Bernstein.
|
|
|
THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010 Thomson Reuters. All rights reserved. Republication or
redistribution of Thomson Reuters content, including by framing or
similar means, is prohibited without the prior written consent of
Thomson Reuters. Thomson Reuters and the Thomson Reuters logo
are registered trademarks of Thomson Reuters and its affiliated
companies.
|
|
|
6
FINAL TRANSCRIPT
Aug. 19. 2010 / 2:00PM, MFE McAfee, Inc. to be acquired by Intel Corporation Webcast
Stacy Rasgon Sanford Bernstein Analyst
Around the hardware/software integration, can you give me some feeling for what this means in terms
of capturing the value on the margins going forward? Is this the case where you actually see this
as a capability to either provide upside to margins or support margins? Or, is this something where
you are seeing this as an ability, I guess, to support margins going forward, assuming pricing or
something else in the competitive environment gets a little bit worse, I guess, as we go forward?
Andy Bryant Intel Corporation EVP, Chief Administrative Officer
Im going to hesitate to forecast margins, as you knew I would. As Paul said a moment ago, we think
its the differentiator into the product line going forward. So as time passes, what youll see is
Intel products, the flat platform, enhanced security, better capability all the things we do,
quite frankly, and have been doing for years and years and years, which is making the product
offering and platform an improved product.
So yes, I think it will do it will help protect and enhance and differentiate our product in the
future.
Stacy Rasgon Sanford Bernstein Analyst
And if I could have one more follow-up, if you are talking about selling these things together,
whether its price bundles or anything else, given the recent difficulty that youve had with the
FTC and the DoJ and everything else, are there any regulatory issues that we ought to be watching
for as you start to bring more of this co-selling of hardware and security software together?
Paul Otellini Intel Corporation President & CEO
Well, of course, this is subject to regulatory approval, as Andy said in his comments or Kevin
said, as well. I dont know that were looking at bundling, per se. Right now we are looking at
and by the way, I will say, we intend to continue to work with other security vendors, so this is
not a McAfee-only kind of strategy. What we think we can do, though, is by having McAfee in the
Intel family, we can have a deeper integration and overall, probably, the best capability thats
possible to offer.
Operator
John Pitzer, Credit Suisse.
John Pitzer Credit Suisse Analyst
Thanks, congratulations again. Paul, can you help me understand, as you think about
hardware/software integration with McAfee, what percentage of the functionality that McAfee offers
today do you think you can technically embed in chip? And I guess, as you do that, can you help me
understand what advantage you will have for the user of doing that?
Renee James Intel Corporation SVP & GM Software and Services Group
I would think of it slightly differently. I would think about that we can continue to have
software-only security solutions, and thats a growing and robust market and that great business
that Dave is in today, McAfee is in today. The way to think about this is enhanced security
solutions that can be hardened and/or new opportunities to deter threats that we cant do today
alone in software. So we think of it as an enhanced category of products that can only be created
by unique hardware innovations in combination with the software products that McAfee sells today.
|
|
|
THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010 Thomson Reuters. All rights reserved. Republication or
redistribution of Thomson Reuters content, including by framing or
similar means, is prohibited without the prior written consent of
Thomson Reuters. Thomson Reuters and the Thomson Reuters logo
are registered trademarks of Thomson Reuters and its affiliated
companies.
|
|
|
7
FINAL TRANSCRIPT
Aug. 19. 2010 / 2:00PM, MFE McAfee, Inc. to be acquired by Intel Corporation Webcast
John Pitzer Credit Suisse Analyst
And as my follow-up, Paul, one of the concerns with the entire Atom strategy, at least at
inception, was that you would be going into much lower price points in the market than your percent
of BOM would be going down over time. I guess, when you think about the importance of antivirus
protection, what happens to your percent of BOM in some of these new devices with the acquisition
of McAfee here?
Paul Otellini Intel Corporation President & CEO
Well, let me address the first part of your question first, which is Atom. Yes, they are lower
price points, but this is a much lower cost point. Right? Recall that we designed this product to
be able to participate in these markets with very, very good margins. And we are confident that
that can be independent of the strategy, that will happen.
In terms of this adding to the BOM value, I completely agree. I dont know we havent gone
through, obviously, the pricing models for smart TV security yet. But I do think that, given that
this is software and that its, I think, increasingly necessary software and these kinds of things
have an annuity stream associated with it, you should look at this as being a pretty positive deal
relative to our low-end offerings.
Operator
Ross Seymore, Deutsche Bank.
Ross Seymore Deutsche Bank Analyst
Congrats on the deal as well. Renee, could you go into a little more color, to the extent youre
willing to, on the products that will be the fruits of that JV that are coming out next year? And
how should we think about the end markets that those are interesting, Atom versus core CPUs, etc.?
Renee James Intel Corporation SVP & GM Software and Services Group
First, Ill just remind you, its an acquisition pending regulatory approval, which we are quite
confident well close. We dont, as you know, comment on future products. But I will say that we
think there are lots of opportunities to take advantage of security features that exist in our core
products today. So we will look forward to updating you in the first part of next year.
Ross Seymore Deutsche Bank Analyst
I guess what I was getting at was, you said youve been working with them for about 18 months to
date, and I assume that the products that youre going to announce first are coming from that
partnership. So thats what I was actually getting at is just, give us an idea of if that
partnership brought you to the conclusion that you actually needed to own McAfee, you must be
excited about those products that are coming out. I was trying to judge where they are first going
to be attacking, Atom-based devices, embedded computing, etc.
Renee James Intel Corporation SVP & GM Software and Services Group
Thanks for the clarification. Yes, the products grew out of the relationship that we had
preestablished, and as you correctly concluded, it did give us insight into the possibilities of
additional enhanced solutions that we could create. The products that we are contemplating are
based on already existing technologies that we covered in the comments earlier for our existing PC
products.
|
|
|
THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010 Thomson Reuters. All rights reserved. Republication or
redistribution of Thomson Reuters content, including by framing or
similar means, is prohibited without the prior written consent of
Thomson Reuters. Thomson Reuters and the Thomson Reuters logo
are registered trademarks of Thomson Reuters and its affiliated
companies.
|
|
|
8
FINAL TRANSCRIPT
Aug. 19. 2010 / 2:00PM, MFE McAfee, Inc. to be acquired by Intel Corporation Webcast
Operator
John Barton, Cowen.
John Barton Cowen and Company Analyst
In one of the previous questions, Paul, you were asked to handicap your excitement with respect to
traditional PC platforms relative to embedded applications. My question is this. Does the
architecture change things drastically? Meaning, if we look back at the traditional PC, there was a
huge honking disk, huge DRAM arrays, lots of excess processing power that the software security
guys could embed themselves in, so to speak.
When we look at embedded applications, where there isnt that much excess processing power, no big
disk, etc., does it change the whole paradigm such that security has to be embedded in something
such as an Atom? And how would that potentially change the competitive landscape when you look at
things like on technology (inaudible) competitors?
Paul Otellini Intel Corporation President & CEO
Let me take the Intel side of that and ask Dave to cover the embedded software side of it. First of
all, the premises that these devices are going to be limited in computing power is exactly what
were working against. Right? Our focus with Atom is to bring sufficient levels of computing power
to all of these embedded devices, to be able to do all of the things that you need to do to make
them useful, secure, connected, etc., etc. So that is what Atom is all about. Let me have Dave
cover the (multiple speakers) of it.
David DeWalt McAfee, Inc. President & CEO
I thought it was a good comment and very perspective. What you are seeing, at least in the security
industries as well, is a lot more of the functionality is moving to the cloud. And when you think
about global threat intelligence, Web reputation for every Internet site having a reputation and a
score, content and malware having a reputation, our ability to essentially leverage some of the
platforms that Intel has and use that platform is very, very powerful. So again, when you see the
opportunity here from numbers of devices moving from really maybe under 1 billion with the PC
Windows market to billions and billions with numbers of interconnected devices, this creates an
opportunity to leverage those cloud services, leverage that capability and make sure that we have a
great opportunity to help benefit consumers and corporations around the world.
Operator
Mark Lipacis, Morgan Stanley.
Mark Lipacis Morgan Stanley Analyst
How quickly do you think, after the acquisition, you will be able to pull some of the functionality
into the silicon and offer the product, offer your silicon with the extra functionality in the
market?
Renee James Intel Corporation SVP & GM Software and Services Group
We believe we can have products in the market, these enhanced products in the market, in the first
part of 2011, as I said. The underlying hardware technology ships in our core products today and
will be extended into Atom in the near future. So these are already existing hardware features and
functionality that can enhance security software like the products from McAfee, in
|
|
|
THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010 Thomson Reuters. All rights reserved. Republication or
redistribution of Thomson Reuters content, including by framing or
similar means, is prohibited without the prior written consent of
Thomson Reuters. Thomson Reuters and the Thomson Reuters logo
are registered trademarks of Thomson Reuters and its affiliated
companies.
|
|
|
9
FINAL TRANSCRIPT
Aug. 19. 2010 / 2:00PM, MFE McAfee, Inc. to be acquired by Intel Corporation Webcast
addition to the cloud services that McAfee offers. So theres some amount of work that has to be
undertaken between the two of us that has been going on, as we said, for the last about 18 months.
So we dont need to come out with brand-new silicon, we have the underlying features available now.
Andy Bryant Intel Corporation EVP, Chief Administrative Officer
But a deep collaboration is probably a few years out.
Renee James Intel Corporation SVP & GM Software and Services Group
Yes, thats right. Thank you, Andy.
Andy Bryant Intel Corporation EVP, Chief Administrative Officer
So you have to understand, in the beginning what well see is about a breakeven effect for Intel,
and then we see the acceleration into our P&L taking place more towards the middle of the decade.
Renee James Intel Corporation SVP & GM Software and Services Group
Yes, thank you, Andy.
Mark Lipacis Morgan Stanley Analyst
Great. And the follow-up is, is this a first step in a broader plan for adding security
functionality, or is this kind of a one big step function and you are done with this? I guess Im
trying to understand, should we expect more acquisitions in the security space for you guys?
Andy Bryant Intel Corporation EVP, Chief Administrative Officer
So we dont comment on potential future acquisitions, but what I would want to tell you is, this
isnt we dont view it as our first step. We believe weve had a strategy to improve our
security offerings for some period of time, and in our minds this acquisition accelerates and
improves our probability of success in the marketplace of bringing differentiated platform and
product.
Kevin Sellers Intel Corporation VP-IR
Carrie, thats it, you can wrap it up for us.
Operator
Thank you. That does conclude todays teleconference. You may now disconnect.
|
|
|
THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010 Thomson Reuters. All rights reserved. Republication or
redistribution of Thomson Reuters content, including by framing or
similar means, is prohibited without the prior written consent of
Thomson Reuters. Thomson Reuters and the Thomson Reuters logo
are registered trademarks of Thomson Reuters and its affiliated
companies.
|
|
|
10
FINAL TRANSCRIPT
Aug. 19. 2010 / 2:00PM, MFE McAfee, Inc. to be acquired by Intel Corporation Webcast
DISCLAIMER
Thomson Reuters reserves the right to make changes to documents, content, or other information
on this web site without obligation to notify any person of such changes.
In the conference calls upon which Event Transcripts are based, companies may make projections or
other forward-looking statements regarding a variety of items. Such forward-looking statements are
based upon current expectations and involve risks and uncertainties. Actual results may differ
materially from those stated in any forward-looking statement based on a number of important
factors and risks, which are more specifically identified in the companies most recent SEC
filings. Although the companies may indicate and believe that the assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove inaccurate or
incorrect and, therefore, there can be no assurance that the results contemplated in the
forward-looking statements will be realized.
THE INFORMATION CONTAINED IN EVENT TRANSCRIPTS IS A TEXTUAL REPRESENTATION OF THE APPLICABLE
COMPANYS CONFERENCE CALL AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE
MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE
CONFERENCE CALLS. IN NO WAY DOES THOMSON REUTERS OR THE APPLICABLE COMPANY ASSUME ANY
RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON
THIS WEB SITE OR IN ANY EVENT TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANYS
CONFERENCE CALL ITSELF AND THE APPLICABLE COMPANYS SEC FILINGS BEFORE MAKING ANY INVESTMENT OR
OTHER DECISIONS.
©2010, Thomson Reuters. All Rights Reserved.
|
|
|
THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010 Thomson Reuters. All rights reserved. Republication or
redistribution of Thomson Reuters content, including by framing or
similar means, is prohibited without the prior written consent of
Thomson Reuters. Thomson Reuters and the Thomson Reuters logo
are registered trademarks of Thomson Reuters and its affiliated
companies.
|
|
|
11
Additional Information and Where to Find It
McAfee, Inc. (McAfee) plans to file with the Securities and Exchange Commission (the SEC) and
furnish to its stockholders a proxy statement in connection with the proposed merger with Jefferson
Acquisition Corporation, pursuant to which McAfee would be acquired by Intel Corporation (the
Merger). The proxy statement will contain important information about the proposed Merger and
related matters. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN
IT BECOMES AVAILABLE. Investors and stockholders will be able to obtain free copies of the proxy
statement and other documents filed with the SEC by McAfee through the web site maintained by the
SEC at www.sec.gov, and 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)
246-5223, or by going to McAfees Investor Relations web site at investor.mcafee.com (click on SEC
Filings).
McAfee and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of McAfee in connection with the proposed Merger.
Information regarding the interests of these directors and executive officers in the transaction
described herein will be included in the proxy statement described above. Additional information
regarding these directors and executive officers is also included in McAfees proxy statement for
its 2010 Annual Meeting of Stockholders, which was filed with the SEC on May 10, 2010. This
document is available free of charge at the SECs web site at www.sec.gov, and 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) 246-5223, or by going to McAfees
Investor Relations web site at investor.mcafee.com (click on SEC Filings).
Note on Forward-Looking Statements
The subject document contains certain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but
not limited to, statements regarding the expected benefits and costs of the transaction, the plans,
strategies and objectives of management for future operations, and the expected closing of the
proposed Merger. These forward-looking statements involve certain risks and uncertainties that
could cause actual results to differ materially from those indicated in such forward-looking
statements, including, but not limited to, the ability of the parties to consummate the proposed
Merger, satisfaction of closing conditions precedent to the consummation of the proposed Merger,
including obtaining antitrust approvals in the U.S., Europe and other jurisdictions, the ability of
Intel to successfully integrate McAfees operations and employees, the ability to realize
anticipated benefits of the proposed Merger, and such other risks as identified in McAfees Annual
Report on Form 10-K for the fiscal year ended December 31, 2009, and McAfees most recent Quarterly
Report on Form 10-Q, each as filed with the SEC, which contain and identify important factors that
could cause the actual results to differ materially from those contained in the forward-looking
statements. McAfee assumes no obligation to update any forward-looking statement contained in the
subject document.