Avast Software seeks to acquire AVG Technologies.
As many of you know, there are two security companies that often get confused: Avast and AVG. Shortly after I started as CEO almost 8 years ago, I remember giving a presentation to a large audience about Avast. About an hour later, a gentleman walked up to me and complimented me on how good the presentation was and how he enjoyed hearing about AVG. That was my first lesson in how easy the companies are to confuse.
This confusion is because the companies are so very similar. Both company names start with the letters “AV”. Both started in the late 1980s and were amongst the first few companies formed to fight the viruses and malware nearly 30 years ago. Both are historically Czech: Avast was founded in Prague and is still based there while AVG was historically in Brno, the two largest cities in the Czech Republic. Both pioneered the free distribution of top quality security products (although to be honest, I must admit that AVG was first and we followed). Both make great security products. Both are innovators with world class R&D teams. Both have most of their users outside of their home Czech market. Both have had similar user bases for many years: about 200M each. And most importantly, both treat their users with respect and consequently each has a large and loyal user base. One slight difference though is that while Avast is a private company, AVG is public and listed on the New York Stock Exchange.
In spite of this one difference, these companies are so similar that it is only natural that they be combined and that is what we are now planning on doing. Under an agreement signed with AVG, Avast will be making an offer ($25 per share or about $1.3 billion in total) to buy all shares of AVG’s stock which AVG’s board is recommending their shareholders accept. If the AVG shareholders do accept, following the various governmental regulators approvals, AVG will become part of Avast and we will jointly work on a great future together. We expect this to take a few months. Now this process is much more complex than this simple description and there are a lot of rules and regulations about the process and what we can say, etc. As a result, at the bottom of this blog entry you will find a page of important disclosures that you should read if you are a shareholder, contemplating being a shareholder, or are just curious.
The process does not allow us to talk a lot about how we would operate after combining, etc. so I can just say a little. I do think this combination is great for our users. We will have over 250 million PC/Mac users enabling us to gather even more threat data to improve the protection to our users. In mobile, our combined 160 million mobile users will be used to improve protection as well as to provide an important stepping stone into the Internet of things. Additionally, we will be gaining some exciting mobile technology designed to protect families on line. In SMB, we will be better able to support our business users with a larger geographic footprint, better technical support, and the best technologies from our two companies.
Our website (and AVG’s) contains a lot more information about this transaction—the press release, FAQs, etc. As we are allowed during the process, we will convey to you, our users and customers, all the information that we are allowed. Most importantly though, I assure you that we value every single Avast and AVG user and will do our best in the future to keep you protected and to keep your trust.
This communication contains forward-looking information that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include those related to, among other things: general economic conditions and conditions affecting the industries in which Parent, Buyer and the Company operate; and the parties' ability to satisfy the conditions to the contemplated tender offer and consummate the transactions described in this communication; and the Company's performance and maintenance of important business relationships. These forward-looking statements speak only as of the date of this release, and neither Parent, Buyer nor the Company assumes any obligation to update or revise any forward-looking statement, except as required by law.
Additional information and where to find it
The tender offer referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of the Company or any other securities. The solicitation and offer to purchase ordinary shares of the Company will only be made pursuant to an Offer to Purchase, a related letter of transmittal and certain other tender offer documents. At the time the tender offer is commenced, Parent and Buyer will file a tender offer statement on Schedule TO, including an Offer to Purchase, a related letter of transmittal and certain other tender offer documents, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9, with the SEC, each with respect to the tender offer. The Company’s shareholders are urged to read the tender offer statement and Solicitation/Recommendation Statement, as they may be amended from time to time, as well as any other relevant documents filed with the SEC, when they become available, carefully and in their entirety because they will contain important information that holders of the Company’s securities should consider before making any decision regarding tendering their securities. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of ordinary shares of the Company at no expense to them from the website maintained by the SEC at www.sec.gov.
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