Jasmine Holdco LLC (“Jasmine”)
announced today that it submitted a request to Aladdin Knowledge Systems
Ltd. (NASDAQ: ALDN or <span id="bwanpa4">“</span>the Company<span id="bwanpa5">”</span>)
for the Company to call an Extraordinary General Meeting of
Shareholders. Jasmine is a major shareholder of Aladdin and is also an
affiliate of SafeNet, Inc. (“SafeNet”),
a global leader in information security. Jasmine is exercising its
rights under Israeli law to call an Extraordinary General Meeting of
Shareholders, to be held no later than 56 days from today. Jasmine
nominated a slate of directors to ensure that shareholders have
independent board representation committed to conducting a fair process
to maximize shareholder value and provide better corporate governance
and oversight to Aladdin.
David Fishman, speaking on behalf of Jasmine, said, “Repeated
attempts to engage Aladdin in constructive discussions about a
transaction to combine part or all of Aladdin with SafeNet have produced
no results. Aladdin has rejected all of our proposals and has offered no
basis for their conclusions and no strategic plan or valuation approach
that would result in greater shareholder value than either of the two
Jasmine proposals. It seems that Aladdin simply intends to continue its
current strategy that has already destroyed a great deal of shareholder
value.”
Mr. Fishman continued, “Jasmine is left with
no choice but to call an Extraordinary General Meeting of Shareholders.
The current Board and management team do not appear to have a genuine
interest in exploring Jasmine’s proposals or
other value-maximizing avenues for its shareholders. We are eager to
continue discussions with our fellow shareholders regarding the state of
the company and look forward to joining them in setting Aladdin on a
path to maximize shareholder value.”
Jasmine Holdco previously confirmed on August 21, 2008, that it
submitted a proposal to the Company to acquire all of the outstanding
ordinary shares of Aladdin by way of a merger transaction for $13.00 per
share in cash. The proposal represents a premium of nearly 50% compared
to Aladdin’s stock price prior to Jasmine
making significant public market purchases, and nearly 35% above where
the stock price closed after Jasmine’s
initial Schedule 13D filing on August 7, 2008. The letter also described
an alternative proposal to acquire Aladdin’s
Digital Rights Management (DRM) business for $125 - $135 million in
cash. This amount represents – just for the
DRM business – 115% of Aladdin’s
entire enterprise value prior to the commencement of Jasmine’s
share purchases.
About SafeNet, Inc.
SafeNet is a global leader in information security. Founded 25 years
ago, the company provides complete security utilizing its encryption
technologies to protect communications, intellectual property and
digital identities, and offers a full spectrum of products including
hardware, software, and chips. UBS, Nokia, Fujitsu, Hitachi, Bank of
America, Adobe, Cisco, Microsoft, Samsung, Texas Instruments, the U.S.
Departments of Defense and Homeland Security, the U.S. Internal Revenue
Service and scores of other customers entrust their security needs to
SafeNet. In 2007, SafeNet was acquired by Vector Capital, a $2 billion
private equity firm specializing in the technology sector. For more
information, visit www.safenet-inc.com.
Editor's Note: SafeNet is a registered trademark of SafeNet, Inc.
All other trademarks are the property of their respective owners.
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