Slide 1: Schedule 14A Proxy Statement
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
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Slide 3: Cash Acquisition By Thoma Bravo: Transaction Update
Cash Acquisition By Thoma Bravo Transaction Update July 2009
Slide 4: Forward-looking statements
Today's Presentation contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934, relating to the proposed Thoma Bravo transaction including the impact of a “no-vote” on the Company’s stock price, the expectation
Slide 5: Overview
Overview • The Thoma Bravo-Entrust transaction was the result of an extensive and thorough exploration of strategic alternatives • Thoma Bravo’s increased $2.00 per share all-cash offer provides immediate, certain and premium value to Entrust stockholders • Entrust’s Board conducted an extensive and
Slide 6: Thoma Bravo's Increased $2.00 Per Share Offer (1 of 2)
Thoma Bravo’s Increased $2.00 Per Share Offer (1 of 2) • Thoma Bravo to acquire 100% of the outstanding shares for $2.00 per share in cash – Increase of over 8% over the $1.85 per share cash purchase price previously contemplated – Immediate and certain cash value for Entrust stockholders – Total tr
Slide 7: Thoma Bravo's Increased $2.00 Per Share Offer (2 of 2)
Thoma Bravo’s Increased $2.00 Per Share Offer (2 of 2) • Entrust’s Board of Directors approved amended merger agreement – Eight directors voted to approve the amended merger agreement – One director (Schloss) abstained • Customary closing conditions – No financing condition – Transaction requires af
Slide 8: Substantial Cash Premium
Substantial Cash Premium Entrust Thoma Bravo Offer Price $2.00 Diluted Shares Outstanding (mm) 61.950 Equity Value $123.9 (1) Plus: Total Debt 13.1 Less: Cash & Cash Equivalents (31.7) (2) Plus: Billed but Unpaid Deal Expenses 3.1 Enterprise Value $108.4 Valuation Summary Financial Results Sales EBI
Slide 9: Meaningful Premium to Peer Group
Meaningful Premium to Peer Group Share Market Enterprise EBITDA ($) EPS ($) EBITDA (x) PE (x) Price Cap Value (1) LTM CY 2009E CY 2010E LTM CY 2009E CY 2010E LTM CY 2009E CY 2010E LTM CY 2009E CY 2010E >$250mm in revenue Symantec $15.59 $12,750 $12,809 $2,129 $2,367 $2,368 $1.57 $1.53 $1.59 6.0x 5.4
Slide 10: Entrust Faces Significant Operational and Financial Challenges as a Standalone Sub-Scale Public Company
Entrust Faces Significant Operational and Financial Challenges as a Standalone Sub-Scale Public Company • Recent performance – Entrust revenue declined over 10% in first half of 2009 – Stock traded as low as $0.98 during LTM; traded at $1.55 three days prior to original merger announcement; and trad
Slide 11: Mix Shift and Weak Services Flattening Growth Curve
Mix Shift and Weak Services Flattening Growth Curve $M $98M $100M $100M 2% Total $95M CAGR; $91M 10% Growth Overall Services Flat $50.3M $45.0M 7% CAGR on Software; -11% Total 31% Growth -4% Product © Copyright Entrust, Inc. 2008 9
Slide 12: Product Transition: Growth Rate Flat as PKI Model Transitions
Product Transition: Growth Rate Flat as PKI Model Transitions $mm $45 $40 $38.4 $36.4 $35.5 $34.2 $35 7.9 10.4 $29.3 5.8 9.4 $30 4.8 4.5 $25 7.3 3.5 1.6 5.5 9.6 $20 0.9 $18.6 $17.7 6.0 9.7 3.6 4.8 3.6 $15 22.3 4.6 5.9 $10 20.1 15.2 14.8 2.5 1.0 $5 10.8 6.8 7.3 $0 2004 2005 2006 2007 2008 1st Half 1s
Slide 13: Increasingly Competitive Market Dynamics
Increasingly Competitive Market Dynamics Security Software Managed Services Checkpoint Symantec SI’s Local Vendors “SAAS” EMC Verizon Open Source Local Vendors McAfee Microsoft Verisign Entrust Open Source IBM IBM Siemens Oracle HP Thales Microsoft CA Local Vendors Cisco Enterprise Software System I
Slide 14: Extensive and Thorough Board Process
Extensive and Thorough Board Process • Board began formal process to evaluate strategic alternatives in September 2007; Thoma Bravo offer announced on April 13, 2009 • 30-day “go-shop” period allowed Entrust to consider and accept better offers – From April 12 – May 13, 2009, Strategic Planning Comm
Slide 15: $2.00 Per Share is Thoma Bravo's "Best and Final" Offer
$2.00 Per Share is Thoma Bravo’s “Best and Final” Offer • Thoma Bravo’s increased $2.00 per share all-cash offer is “best and final” offer • Merger Agreement will be terminated if a “no vote” occurs – Entrust would continue as a standalone sub-scale public company, facing significant operational and
Slide 16: Summary
Summary • The Thoma Bravo-Entrust transaction was the result of an extensive and thorough exploration of strategic alternatives • Thoma Bravo’s increased $2.00 per share all-cash offer provides immediate, certain and premium value to Entrust stockholders • Entrust’s Board conducted an extensive and