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Aladdin Knowledge Systems Acknowledges Receipt of Confidential Unsolicited Proposal
from Vector Capital
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TEL AVIV, ISRAEL – Aug. 20, 2008 – Aladdin
Knowledge Systems (NASDAQ:
ALDN), an information security leader specializing
in authentication, software DRM and content security, in response to press reports,
confirmed receipt of a confidential, unsolicited proposal from Vector Capital, a
private equity firm, to acquire the Company. Vector Capital's proposal includes
a potential alternative transaction of Vector Capital acquiring the Company's DRM
business, potentially combined with a repurchase by Aladdin of the shares of Aladdin
purchased by Vector Capital, and the sale by SafeNet, Inc., a Vector affiliate,
of its authentication business to Aladdin.
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Consistent with its fiduciary duties and in consultation with its independent financial
advisors and legal counsel, Aladdin's Board of Directors is reviewing the proposal
and will thereafter inform Aladdin's stockholders of its position.
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Yanki Margalit, Chairman and CEO of Aladdin Knowledge Systems, stated, "The Board
of Directors of Aladdin, in consultation with its independent advisors, is carefully
considering and reviewing Vector Capital's proposal as part of our ongoing efforts
to deliver enhanced shareholder returns. Our Board and management team remains fully
committed to enhancing shareholder value and we are continuing to implement our
strategic plan, which includes organic growth as well as complementary acquisitions,
two of which we announced just this past month, designed to strengthen our portfolio
of IT security offerings and increase our global brand recognition."
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Vector Capital through its wholly-owned subsidiary, SafeNet, Inc., is a direct competitor
of Aladdin. Both Vector Capital and SafeNet, Inc. are headquartered in the United
States.
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Credit Suisse Securities (USA) LLC is serving as financial advisors to Aladdin,
Kramer Levin Naftalis & Frankel LLP is serving as U.S. legal counsel and Herzog,
Fox & Ne'eman is serving as Israeli counsel to the Company.
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About Aladdin
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Aladdin Knowledge Systems (NASDAQ: ALDN) is an information security leader with
offices in 12 countries, a worldwide network of channel partners, and numerous awards
for innovation. Aladdin eToken is the world's #1 USB-based authentication solution,
offering identity and access management tools that protect sensitive data. Aladdin
HASP SRM boosts growth for software developers and publishers through strong anti-piracy
protection, IP protection, and secure licensing and product activation. Aladdin
eSafe delivers real-time intelligent Web gateway security that helps protect data
and networks, improve productivity, and enable compliance. Visit www.Aladdin.com.
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Safe Harbor Statement
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Certain information presented herein constitutes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements are subject to known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the company to
be materially different from any future results, performance or achievements expressed
or implied by such forward-looking statements. Such factors include general economic
and business conditions, risks relating to our recent acquisition of Athena Smartcards
and the proposed acquisition of Eutronsec, including the failure to realize expected
synergies, failure to effectively integrate these businesses into our business and
increasing unexpected liabilities, the loss of market share, changes in the level
of business or anticipated business from a large customer or customers, failure
to achieve anticipated customer orders, changes in the competitive landscape and
other factors over which the company has little or no control. For more information,
please refer to the Company's filings with the Securities and Exchange Commission,
which are available on the Commission's website at www.sec.gov.
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©2008 Aladdin Knowledge Systems, Ltd. All rights reserved. HASP, eToken, eSafe,
Aladdin Knowledge Systems and the Aladdin logo are trademarks or registered trademarks
of Aladdin Knowledge Systems, Ltd.
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Aladdin Press Contact:
Matthew Zintel
Zintel Public Relations
310.574.8888
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Aladdin Company Contact:
Debbie Kaye
Aladdin Corporate Communications
646.468.0481
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Aladdin Investor Contact:
Andy Brimmer / Matt Sherman
Joele Frank, Wilkinson Brimmer Katcher
212.355.4449
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