ViaSat to Acquire Stonewood Group

Transaction will strengthen Inline Media Encryption portfolio of the combined company

Jun 04, 2010, 09:25 ET from ViaSat Inc.

CARLSBAD, Calif. and LONDON, June 4 /PRNewswire-FirstCall/ -- ViaSat Inc. (Nasdaq: VSAT), a producer of innovative satellite and other wireless communication and security systems, has signed a definitive agreement to acquire privately-held Stonewood Group Limited, a leader in the design, manufacture and delivery of data at rest encryption products and services. Stonewood products are used to encrypt data on computer hard drives so that a lost or stolen laptop does not result in the compromise of classified information or the loss of intellectual property.

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Terms of the transaction include an initial purchase price of approximately $20 million payable in cash and stock, subject to adjustments based on certain transaction expenses, outstanding third party debt, and the net asset value of Stonewood as of the date of the closing. ViaSat has the right to substitute additional cash for some or all of the ViaSat common stock to be issued at closing. The acquisition is expected to have no material impact to ViaSat non-GAAP (pro forma) earnings during the next twelve months. However, ViaSat has not completed its valuation analysis and, accordingly, has not determined the impact to GAAP earnings. The transaction is subject to customary conditions and is expected to be completed within 45 days.

"The strong growth of wireless secure networks enabled by our High Assurance Internet Protocol Encryption (HAIPE®) products has led to the need for secure storage at the edges of the network. ViaSat has continued to develop a portfolio of information assurance products to address the cyber security needs of our customers, including government and commercial users," said Jerry Goodwin, ViaSat vice president. "We believe that Stonewood products and technologies will enhance our security offerings, and we expect Stonewood to constitute a key part of our overall security strategy going forward."

"Joining forces with ViaSat will enable us to provide a comprehensive portfolio of information assurance products across multiple security environments, and the combination presents a strategic opportunity for expansion into U.S. markets as Stonewood products are certified, cross-marketed, and distributed over broader customer bases. The integration of cryptographic and engineering resources in the combined company is expected to rapidly accelerate the development of new encryption products whilst continuing to push the boundaries of the present security landscape," said Chris McIntosh, Stonewood CEO.

About ViaSat (www.viasat.com)

ViaSat produces innovative satellite and other digital communication products that enable fast, secure, and efficient communications to virtually any location. The company provides networking products and managed network services for enterprise IP applications; is a key supplier of network-centric military communications and encryption technologies and products to the U.S. government; is the primary technology partner for gateway and customer-premises equipment for consumer and mobile satellite broadband services; and owns WildBlue, the premier Ka-band satellite broadband service provider. ViaSat also offers design capabilities and a number of complementary products including monolithic microwave integrated circuits and modules, DVB-S2 satellite communication components, video data link systems, data acceleration and compression, and mobile satellite antenna systems. ViaSat is based in Carlsbad, CA and has major locations in Duluth, GA, Germantown, MD (Comsat Laboratories), and Greenwood Village, CO (WildBlue), along with additional field offices and service centers worldwide.

About Stonewood (www.stonewood.co.uk)

Stonewood Group Limited, based in Dorset, United Kingdom, is the provider of the Eclypt® and Flagstone® hardware encrypted data at rest products, and a variety of bespoke encryption systems. Stonewood markets trusted, accredited products globally to the foremost military and security organizations, public and private sectors. Key accreditations for the products include certification from the U.K. National Technical Authority, NATO, Canada, and FIPS 140-2. Stonewood remains at the forefront of technological and engineering development and is renowned for its ability to take products from concept, through design and manufacture, to final distribution. In addition, the development team continues to design and deliver secure, tailor-made systems for defense programs including helicopter secure data storage subsystems and server access and security networks.

Safe Harbor Statement

This press release contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934. We use words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "goal," "intend," "may," "plan," "project," "seek," "should," "target," "will," "would," variations of such words and similar expressions to identify forward-looking statements. In addition, forward-looking statements include, among others, statements that refer to Stonewood's expected contributions to ViaSat earnings, profits and EPS; projections of earnings, revenue, costs or other financial items of ViaSat, Stonewood and the combined company; the anticipated value of the combined business to customers and partners; the expected performance of Stonewood products; the expected closing of the proposed acquisition; anticipated growth and trends in the business or key markets of ViaSat, Stonewood, and the combined company; and plans, objectives and strategies for future operations. Readers are cautioned that actual results could differ materially from those expressed in any forward-looking statements. Factors that could cause actual results to differ include: the ability of the parties to consummate the proposed acquisition on the terms described in this release, or at all; the satisfaction of the various closing conditions to the proposed acquisition; the ability of ViaSat to successfully integrate Stonewood operations and employees; the ability to realize anticipated benefits of the proposed acquisition, including the expectation of greater revenue opportunities, operating efficiencies and cost savings; the ability to ensure continued performance and market growth of Stonewood's business; continued turmoil in global financial markets and economies; the availability and cost of credit; the ability to successfully develop, introduce, and sell new products and enhancements; changes in relationships with key customers, suppliers, distributors, resellers, and others as a result of the acquisition; and other factors affecting the communications industry generally. In addition, please refer to the risk factors contained in ViaSat's SEC filings available at www.sec.gov, including ViaSat's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. The companies undertake no obligation to update or revise any forward-looking statements for any reason.

HAIPE is a registered trademark of the National Security Agency.

Eclypt and Flagstone are registered trademarks of Stonewood Group Limited.

Comsat Labs and Comsat Laboratories are trade names of ViaSat, Inc. Neither Comsat Labs nor Comsat Laboratories is affiliated with COMSAT Corporation. "Comsat" is a registered trademark of COMSAT Corporation.

SOURCE ViaSat Inc.



RELATED LINKS

http://www.viasat.com


http://www.stonewood.co.uk