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Aladdin Board Comments on Vector Capital Assertions Regarding Shareholder Data
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TEL AVIV, ISRAEL – September. 11, 2008 – Aladdin
Knowledge Systems (NASDAQ:
ALDN), an information security leader specializing
in authentication, software DRM and content security, today issued the following
statement in response to assertions recently made by Vector Capital regarding the
Company's disclosure of shareholder data in connection to Vector's attempt to take
control of the Company:
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The Aladdin Board of Directors and management team are confident that the Company's
actions comply with applicable Israeli law and with their fiduciary duty to serve
the best interests of all Aladdin shareholders. Aladdin believes that Vector's assertions
that the Company has not fully complied with Israeli law or its duties to its shareholders
are unnecessary posturing intended solely to help Vector pursue its opportunistic
proposals to the detriment of all other Aladdin shareholders.
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Aladdin has met and will continue to meet its obligations to provide Vector with
a shareholder list that reflects the most up to date publicly available information.
To the extent that large shareholders materially change their holdings, they, not
the Company, are obligated under SEC rules to update their holdings, through Schedule
13-F, 13-G and 13-D filings, all of which are publicly available. The list provided
to Vector is the same list the Company received from its transfer agent. The further
information Vector has requested regarding non-objecting beneficial owners and DTC
participants are considered non-public information. Providing such any material
non-public information to a single shareholder, especially one who is also a direct
competitor of our Company through its wholly-owned subsidiary, SafeNet Inc., would
not provide "a level playing field" and is not in the best interests of all shareholders.
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In its response to Vector's unsolicited proposal and the proxy contest Vector has
initiated, the Company is well-advised by experts in law, finance, proxy solicitation
and communications. Vector has asserted that hiring a proxy solicitation firm is
a violation of Israeli law, yet their lawyer has not provided a single citation
either to a law or court ruling to justify this baseless claim. The assistance of
a proxy solicitation firm is vital in order for the Company to fulfill its fiduciary
duties to communicate with shareholders and to compile a timely and accurate register
of shareholders. It is ironic that Vector claims that the Company falls short in
a duty to keep track of its shareholder base, yet makes baseless complaints that
hiring an expert to assist it is illegal.
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Aladdin fully intends to continue to meet its legal obligations while protecting
its shareholders' interests.
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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 SafeWord and the pending 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,
unexpected costs associated with one time corporate events 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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