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Aladdin Knowledge Systems Rejects Vector Capital's Unsolicited Proposal
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Board Determines Vector Capital Proposals Significantly Undervalue the Company and
Its Future Prospects
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TEL AVIV, ISRAEL, August 27, 2008 - Aladdin
Knowledge Systems Ltd. (NASDAQ:
ALDN), an information security leader specializing
in
authentication,
software DRM
and
content security,
today announced that its Board of Directors, after a thorough review with the assistance
of its financial and legal advisors, has determined that the unsolicited proposal
from affiliates of Vector Capital to acquire all of the outstanding ordinary shares
of the Company for $13.00 per share in cash significantly undervalues the Company
and its prospects for the future. The Board has also evaluated Vector Capital's
alternative proposal to acquire Aladdin's Digital Rights Management (DRM) business
for $125 million to $135 million and has determined that this proposal is also not
in the best interest of the shareholders.
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"The Aladdin Board carefully considered Vector Capital's unsolicited proposals and
unanimously determined that such proposals are not in the best interests of Aladdin's
shareholders," said Yanki Margalit, Chairman and CEO of Aladdin Knowledge Systems.
"We believe that these unsolicited proposals are opportunistic, significantly undervalue
Aladdin, and do not fully recognize the value of our Company or its DRM business.
The Board is committed to acting in the best interests of its shareholders in evaluating
opportunities to enhance shareholder value.
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"As part of our review, the Board and its advisors evaluated the Vector Capital
proposals in the context of the Company's recent financial performance, our current
business plan as well as additional alternatives available to the Company which
would enable it to enhance shareholder value," Mr. Margalit continued. "We are confident
that, through execution of its strategy, Aladdin will create substantially greater
value for shareholders than either of Vector Capital's proposals. Vector Capital
fails to recognize the intrinsic value of the Company's business and strategic initiatives."
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Credit Suisse Securities (USA) LLC is serving as financial advisor 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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All trademarks and registered trademarks are the property
of their respective holders.
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Press Contact:
Matthew Zintel
Zintel Public Relations
310.574.8888
|
Investor Relations Contact:
Debbie Kaye
Aladdin Investor Relations
investor@aladdin.com
646.468.0481
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