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Delivered-To: clips@philodox.com
Date: Fri, 7 Apr 2006 11:54:27 -0400
To: Philodox Clips List
From: "R. A. Hettinga"
Subject: [Clips] nCipher sees silver linings as SafeNet abandons its bid
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http://www.siliconfenbusiness.com/index.php?articleid=107
Silicon Fen Business Report
One-stop news on the Cambridge High Tech Cluster
nCipher sees silver linings as SafeNet abandons its bid
7th April, 2006
By a staff writer
It's a back-handed compliment for a growing business to be referred to the
Competition Commission. To be seen as a potential dominant force in the
market and hence a threat to competition means it must be doing something
right.
It also has the virtue of drawing attention to the firm as an undoubted
player of substance.
These are the bright points that IT security specialist nCipher plc (NCH.L)
seems to have drawn from the withdrawal of the recommended bid by US-based
SafeNet Inc, who on 8th February offered #86m for the firm.
When on 30th March, after preliminary investigations, the Office of Fair
Trading referred the proposed takeover to the Competition Commission for a
full UK regulatory anti-trust/competition review, it automatically
triggered a lapse clause written into the terms of the offer.
Today SafeNet said it will not proceed with the offer. It cited the OFT
comments about the competitive position of the two companies - that the
deal would bring together two of the largest suppliers of Hardware Security
Modules which may lead to customers facing higher prices and a loss of
innovation - and the time, cost and potential disruption to business that
could ensue from a referral.
In acknowledging SafeNet's decision, nCipher's directors agreed with that
assessment and issued a forward looking statement explaining the broad
strategy for continuing as "as an independent entity".
Growth opportunities
IT and Internet security - nCipher's core area of expertise - have become
big issues in organisations. The Cambridge-based firm applies cryptography
to the problems of identifying people and protecting their data, their
businesses, and the transactions which occur between them.
The nCipher Board there are "good growth opportunities" in their markets to
build on the strong performance in 2005 which their growing portfolio of
products and services "put us in an excellent position to exploit". It will
now focus on those prospects and on further operational improvements.
While the company did draw some perverse comfort from the referral to the
Competition Commission, it said "the very high regard in which customers
hold nCipher, its products and its after-sales service has also been
emphasised to us by the consultation process".
The Board intends to build on this brand loyalty and said it has the full
commitment of the executive team. CEO Alex van Someren (pictured) had been
due to leave following the takeover, though not co-founder and Chief
Technical Officer Nicko van Someren.
Share price 24% above pre-bid
It remains to be seen how the stock market reacts once analysts have
re-evaluated nCipher's stand-alone prospects. Given that SafeNet's offer
was at a considerable premium - either 36% or 52%, depending on where you
start measuring - the share price was always going to come off the 300p
offered.
At midday it was trading at 245p, 24% above the 197.5p of 19 January, the
last day prior to the move up that triggered, five days later, the
announcement by nCipher that it was in talks which could lead to an offer.
That news left the price at 220.5p.
nCipher expects to release results for the first quarter ended 31 March on
23 May when we should see whether the offer had an impact on trading. When
releasing the full year results in late February, Mr van Someren said
"uncertainty created by the SafeNet offer may have a short-term impact on
revenues".
Meanwhile at SafeNet
SafeNet said its chief financial officer was leaving the company
immediately and that it was booking costs of $600,000 for the lapsed offer
in the first quarter.
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R. A. Hettinga
The Internet Bearer Underwriting Corporation http://www.ibuc.com/
44 Farquhar Street, Boston, MA 02131 USA
"... however it may deserve respect for its usefulness and antiquity,
[predicting the end of the world] has not been found agreeable to
experience." -- Edward Gibbon, 'Decline and Fall of the Roman Empire'
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--
-----------------
R. A. Hettinga
The Internet Bearer Underwriting Corporation http://www.ibuc.com/
44 Farquhar Street, Boston, MA 02131 USA
"... however it may deserve respect for its usefulness and antiquity,
[predicting the end of the world] has not been found agreeable to
experience." -- Edward Gibbon, 'Decline and Fall of the Roman Empire'
