dfan14a
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant o
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Filed by a Party other than the Registrant þ
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Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
þ Soliciting Material Pursuant to §240.14a-12
Altiris, Inc.
(Name of Registrant as Specified in its Charter)
Symantec Corporation
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined): |
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(4)
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Proposed maximum aggregate value of transaction: |
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(5)
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Total fee paid: |
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o Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the
date of its filing. |
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(1)
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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Subject: Symantec to Acquire Altiris
January 29, 2007
Dear Symantec Investors and Analysts,
Today, Symantec announced it has signed a definitive agreement to acquire Altiris (Nasdaq: ATRS).
There will be an analyst and investor conference call conducted by both management teams to discuss
the transaction, today at 8:00 a.m. EST/5:00 a.m. PST. The live discussion can be accessed by
dialing (800) 289-0572 or (913) 981-5543, passcode 2924997. A webcast of the conference call will
also be available on the Internet at www.symantec.com/invest. There will be replay
available on the website for those stockholders and analysts who are unable to listen to the live
call.
A slide presentation providing an overview of the transaction and strategic rationale is also
available on Symantecs website at
www.symantec.com/invest.
WHO IS ALTIRIS?
Altiris is a leading provider of software products and services that allow customers to manage IT
assets throughout their lifecycles. These IT assets include desktops, notebooks, thin clients,
handheld devices, servers, and other networking elements as well as heterogeneous software
including Windows, Linux and Unix. The companys software automates and simplifies IT projects
throughout the life of the asset to reduce the cost and complexity of management.
WHY IS SYMANTEC ACQUIRING ALTIRIS?
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Leverages core competitive strengths |
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The most secure endpoint is a well managed endpoint |
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Symantec and Altiris share a common focus and vision for the endpoint to
protect and manage the tens of millions of connected desktops, laptops, mobile devices
and servers that create the fabric of todays global IT infrastructure |
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Customers have complex IT infrastructures and need to understand what they have
before they can protect those assets. By joining Symantecs expertise in endpoint
security, compliance and backup with Altiris expertise in endpoint management and
remediation, customers will have confidence that their assets are configured and
protected appropriately. |
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Combined, our solutions will create the most comprehensive endpoint suite available. |
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Targets the same IT buyer |
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Strengthens SME presence leverages Symantecs global channel |
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Synergistic OEM partners respective partnerships with HP and Dell are
complementary |
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Capitalize on future technology trends |
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Proliferation of virtual desktop environments |
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Mobile endpoint proliferation mobile devices need to be managed |
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Software-as-a-service Altiris products are service-enabled |
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Both companies are working with Intel on its vPro initiatives to build the next
generation of secure and manageable PCs |
TRANSACTION DETAILS
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$33 per share in cash, or approximately $830 million, net of cash acquired |
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Financed from Symantecs current sources of liquidity |
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Symantec expects this transaction to be accretive to its FY08 operating plan |
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The transaction is expected to close as soon as practicable with the intent to close
during the second calendar quarter of 2007 |
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Symantec will create a new business unit led by Greg Butterfield, Altiris CEO |
CONDITIONS
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Subject to Altiris stockholder approval |
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Regulatory and other customary approvals |
COMPANY DETAILS
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Approximately 1,000 employees |
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Based in Lindon, UT |
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More than 20,000 customers worldwide |
FORWARD-LOOKING STATEMENT
This email contains forward-looking statements within the meaning of U.S. federal securities
laws, including expectations regarding the closing of Symantecs acquisition of Altiris and the
potential benefits of the combination of Symantec and Altiris to
Symantec, that involve known and
unknown risks and uncertainties that may cause actual results to differ materially from those
expressed or implied in this email. Such risk factors include, among others, satisfaction of
closing conditions to the transaction, our ability to successfully integrate the merged businesses
and technologies, and customer demand for the technologies and integrated product offerings. Actual
results may differ materially from those contained in the forward-looking statements contained in
this email. Additional information concerning these and other risk factors is contained in the
Risk Factors sections of Symantecs and Altiris most recently filed Forms 10-K and 10-Q. Symantec
assumes no obligation to update any forward-looking statement contained in this email.
ADDITIONAL INFORMATION AND WHERE YOU CAN FIND IT
Altiris intends to file with the Securities and Exchange Commission preliminary and definitive
proxy statements and other relevant materials in connection with the transaction. The proxy
statement will be mailed to the stockholders of Altiris. Before making any voting or investment
decision with respect to the transaction, investors and stockholders of Altiris are urged to read
the proxy statement and the other relevant materials when they become available because they will
contain important information about the transaction, Altiris and Symantec. Investors and security
holders may obtain free copies of these documents (when they are available) and other documents
filed with the Securities and Exchange Commission (the SEC) at the SECs web site at www.sec.gov.
In addition, investors and security holders may obtain free copies of the documents filed with the
SEC by Altiris at its corporate website at www.altiris.com under Company-Investor Relations or by
contacting Investor Relations at Altiris, Inc. 588 W. 400 S., Lindon, UT 84042.
Altiris and its officers and directors may be deemed to be participants in the solicitation of
proxies from Altiris stockholders with respect to the transaction. A description of any interests
that these officers and directors have in the transaction will be available in the proxy statement.
In addition, Symantec may be deemed to have participated in the solicitation of proxies from
Altiris stockholders in favor of the approval of the Agreement. Information concerning Symantecs
directors and executive officers is set forth in Symantecs proxy statement for its 2006 annual
meeting of stockholders, which was filed with the SEC on July 25, 2006, Annual Report on Form 10-K
for fiscal 2006 and Current Report on Form 8-K filed on January 22, 2007. These documents are
available free of charge at the SECs web site at www.sec.gov or by going to Symantecs Investor
Relations page on its corporate website at www.symantec.com.
Thank you,
Helyn
Helyn Corcos
Vice President Investor Relations
Symantec Corporation
Office: (408) 517-8324
Mobile: (408) 930-3110
Fax: (408) 517-8152
email: hcorcos@symantec.com
IR website: www.symantec.com/invest
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