EX-99.1
3
exhibit2.htm
EX-99.1
EX-99.1
Public Relations:
EXHIBIT 99.1
Investor Relations:
Matt Buckley
RSA Security Inc.
(781) 515-6212
mbuckley@rsasecurity.com
Jeremiah Sisitsky
RSA Security Inc.
(781) 515-6065
jsisitsky@rsasecurity.com
For Immediate Release
RSA Security Completes Acquisition of Cyota
Bedford, Mass., December 30, 2005
- RSA Security Inc. (Nasdaq: RSAS) today announced that it
has completed its previously announced acquisition of Cyota, Inc., a privately-held company that
delivers online security and anti-fraud solutions to thousands of financial institutions worldwide,
for total consideration of $145 million. This includes $128.8 million in cash for all of the
outstanding capital stock of Cyota, $5.5 million in cash to fund a three-year retention pool and
RSA Security's assumption of all vested and unvested Cyota stock options, which represents
approximately $10.7 million in value.
As the Company had previously stated, RSA Security expects this transaction to add approximately
$22 million to $25 million in revenue in 2006 and that it will be accretive to earnings for the
second half of 2006.
"The acquisition of Cyota provides RSA Security with a portfolio of intelligent, risk-based
authentication solutions", said Art Coviello, president and CEO of RSA Security. "With our layered
approach to authentication, we have multiple hardware and software solutions that meet the myriad
needs of companies concerned with protecting online identities within enterprise and consumer
applications. Both customers and prospects have provided overwhelmingly positive feedback to this
acquisition".
About RSA Security Inc.
RSA Security Inc. is the expert in protecting online identities and digital assets. The inventor of
core security technologies for the Internet, the company leads the way in strong authentication and
encryption, bringing trust to millions of user identities and the transactions that they perform.
RSA Security's portfolio of award-winning identity & access management solutions helps businesses
to establish who's who online - and what they can do.
With a strong reputation built on a 20-year history of ingenuity, leadership and proven
technologies, we serve approximately 19,000 customers around the globe and interoperate with more
than 1,000 technology and integration partners. For more information, please visit
www.rsasecurity.com
.
RSA and RSA Security are either registered trademarks or trademarks of RSA Security Inc. in the
United States and/or other countries. All other products and services mentioned are trademarks of
their respective companies.
This press release contains forward-looking statements regarding the expected effect of the Cyota
acquisition on RSA Security's financial performance in 2006. These statements involve a number of
risks and uncertainties. Some of the important factors that could cause actual results to differ
materially from those indicated by the forward-looking statements are the ability of RSA Security
to successfully integrate Cyota's employees and operations, the ability to realize anticipated
synergies and cost savings as a result of the transaction, material adverse changes in the
financial condition or operations of Cyota, general economic conditions, the timing of the
introduction or enhancement of our products and our competitors' and strategic partners' products,
changes in product pricing, including changes in competitors' pricing policies, development and
performance of our direct and indirect distribution channels, delays in product development,
competitive pressures, changes in customer and market requirements and standards, market acceptance
of new products and technologies, technological changes in the computer industry, and the risk
factors detailed from time to time in RSA Security's periodic reports and registration statements
filed with the Securities and Exchange Commission, including, without limitation, RSA Security's
Annual Report on Form 10-K filed on March 14, 2005 and its Quarterly Report on Form 10-Q filed on
November 7, 2005.

EX - 99 . 1 3 exhibit2 . htm EX - 99 . 1 EX - 99 . 1 Public Relations : EXHIBIT 99 . 1 Investor Relations : Matt Buckley RSA Security Inc . ( 781 ) 515 - 6212 mbuckley@rsasecurity.com Jeremiah Sisitsky RSA Security Inc . ( 781 ) 515 - 6065 jsisitsky@rsasecurity.com For Immediate Release RSA Security Completes Acquisition of Cyota Bedford , Mass . , December 30 , 2005 - RSA Security Inc . ( Nasdaq : RSAS ) today announced that it has completed its previously announced acquisition of Cyota , Inc . , a privately - held company that delivers online security and anti - fraud solutions to thousands of financial institutions worldwide , for total consideration of $ 145 million . This includes $ 128.8 million in cash for all of the outstanding capital stock of Cyota , $ 5.5 million in cash to fund a three - year retention pool and RSA Security 's assumption of all vested and unvested Cyota stock options , which represents approximately $ 10.7 million in value . As the Company had previously stated , RSA Security expects this transaction to add approximately $ 22 million to $ 25 million in revenue in 2006 and that it will be accretive to earnings for the second half of 2006 . " The acquisition of Cyota provides RSA Security with a portfolio of intelligent , risk - based authentication solutions " , said Art Coviello , president and CEO of RSA Security . " With our layered approach to authentication , we have multiple hardware and software solutions that meet the myriad needs of companies concerned with protecting online identities within enterprise and consumer applications . Both customers and prospects have provided overwhelmingly positive feedback to this acquisition " . About RSA Security Inc . RSA Security Inc . is the expert in protecting online identities and digital assets . The inventor of core security technologies for the Internet , the company leads the way in strong authentication and encryption , bringing trust to millions of user identities and the transactions that they perform . RSA Security 's portfolio of award - winning identity & access management solutions helps businesses to establish who ' s who online - and what they can do . With a strong reputation built on a 20 - year history of ingenuity , leadership and proven technologies , we serve approximately 19,000 customers around the globe and interoperate with more than 1,000 technology and integration partners . For more information , please visit www.rsasecurity.com . RSA and RSA Security are either registered trademarks or trademarks of RSA Security Inc . in the United States and / or other countries . All other products and services mentioned are trademarks of their respective companies . This press release contains forward - looking statements regarding the expected effect of the Cyota acquisition on RSA Security 's financial performance in 2006 . These statements involve a number of risks and uncertainties . Some of the important factors that could cause actual results to differ materially from those indicated by the forward - looking statements are the ability of RSA Security to successfully integrate Cyota 's employees and operations , the ability to realize anticipated synergies and cost savings as a result of the transaction , material adverse changes in the financial condition or operations of Cyota , general economic conditions , the timing of the introduction or enhancement of our products and our competitors ' and strategic partners ' products , changes in product pricing , including changes in competitors ' pricing policies , development and performance of our direct and indirect distribution channels , delays in product development , competitive pressures , changes in customer and market requirements and standards , market acceptance of new products and technologies , technological changes in the computer industry , and the risk factors detailed from time to time in RSA Security 's periodic reports and registration statements filed with the Securities and Exchange Commission , including , without limitation , RSA Security 's Annual Report on Form 10 - K filed on March 14 , 2005 and its Quarterly Report on Form 10 - Q filed on November 7 , 2005 .