Slide 1: Schedule 14A
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 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Conf
Slide 2: Schedule 14A filing fee and previous filing information
(5) Total fee paid: ¨ Fee paid previously with preliminary materials. ¨ 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 t
Slide 3: Filing note: information used in presentation to RiskMetrics Group
This filing consists of information initially used on June 15, 2009 by Entrust, Inc. in connection with a presentation made to RiskMetrics Group.
Slide 4: Investor Relations June - July 2009
Investor Relations June - July 2009
Slide 5: Offer notice and additional information about the proposed merger
This presentation does not constitute an offer of any securities for sale. In connection with the proposed merger transaction, Entrust has filed a proxy statement regarding the proposed merger transaction with the Securities and Exchange Commission. Investors and security holders are urged to read t
Slide 6: Agenda
Agenda • Transaction Background and Key Dates (through signing) • Go-Shop Process and Results • Additional Information in Go-Shop process • Conclusion The Board of Directors of Entrust, Inc. believes that $1.85 per share is likely to result in greater value to the company’s stockholders than the oth
Slide 7: Transaction Background and Key Dates (through signing)
Transaction Background and Key Dates (through signing) © Copyright Entrust, Inc. 2008 4
Slide 8: Transaction Background and Key Dates (through signing)
Transaction Background and Key Dates (through signing) Date Event Board of directors approved the engagement of Barclays Capital as Entrust’s financial advisor to assist Entrust 10/15/2007 in exploring various strategic alternatives 12/2007 - 3/2008 Entrust ran sell side process which ended in the B
Slide 9: Go-Shop Process and Results
Go-Shop Process and Results © Copyright Entrust, Inc. 2008 6
Slide 10: Transaction Background and Key Dates ("Go Shop")
Transaction Background and Key Dates (“Go Shop”) Date Event During the “go-shop” period between April 12, 2009 and May 13, 2009, the company and its financial advisor actively initiated, solicited and encouraged the submission of acquisition proposals by third parties. During this time, the company
Slide 11: Go-Shop Process and Results
Go-Shop Process and Results 35 Parties Contacted (security software companies, diversified software, technology and industrial companies and private equity parties) 11 Executed NDAs 11 engaged in Due Diligence Process 3 Made non- binding indications of interest None of the parties presented an offer
Slide 12: Additional Information in Go-Shop process
Additional Information in Go-Shop process © Copyright Entrust, Inc. 2008 9
Slide 13: Potential conflicts of interests among executives
• Potential conflicts of interests among executives – At the time the Company was negotiating the definitive merger agreement with Thoma Bravo,it wasawareofthepotentialfora perceived conflictofinterestwithrespectto management’s involvement in the process. The board of directors took two steps to ens
Slide 14: Did the management receive a "success fee" for their part in this transaction?
• Did the management receive a “success fee” for their part in this transaction? – The “success fees” actually represent payments to the executives in lieu of contractually guaranteed larger payments • These executives have agreed to enter into new severance arrangements that provide for substantial
Slide 15: Entrust stock traded above the offer price during the "Go-shop" period
• Entrust stock traded above the offer price during the “Go-shop” period – With significant deal certainty in the Bravo Thomatransaction a “virtual of floor” $1.85 was in place, which allowed for speculation that a higher value could be possible in the “go-shop” period. – The Company also believes t
Slide 16: Entrust implied valuation multiples at offer price are fair
Entrust implied valuation multiples at offer price are fair • While the selected comparable companies are reasonably similar in their business to Entrust, there are inherent differences between Entrust and the peer companies that could affect the trading value of each – Differences in scale, growth
Slide 17: Why was the date moved to July 10th
• Why was the date moved to July 10th – Entrust needed to set a new date after maximizing the time available under the “go shop” – The Board of Directors looked at the calendar to evaluate the number of days for the market th toabsorbthenewinformationthatwasgoingtobereleasedonJune4 regarding the abs
Slide 18: Reaffirmation of Board Recommendation
Reaffirmation of Board Recommendation In view of the absence of any Superior Proposal and for all of the reasons provided in the Proxy Statement, the board of directors of the Company reaffirms its view that that Merger contemplated by the Merger Agreement is fair to and in the best interests of the
Slide 19: Conclusion
Conclusion © Copyright Entrust, Inc. 2008 16
Slide 20: Conclusion
Conclusion • Board process designed to ensure stockholders receive maximum value for their investment – After two years of actively evaluating strategic alternatives the board of directors determined the ThomaBrava offer was the best alternative for stockholders • Fair value of $1.85 cash per share