--- begin forwarded text Date: Tue, 4 Apr 2006 15:24:32 -0400 To: Philodox Clips List <clips@philodox.com> From: "R. A. Hettinga" <rah@shipwright.com> Subject: American nCipher deal on the rocks Latest of a series of this kind of article, starting 3/31... Drag. Cheers, RAH ------- <http://www.cambridge-news.co.uk/business/news/2006/04/04/7987a601-04f2-415b-9df1-8ee5d08856a2.lpf> Cambridge Evening News Businesss : News : 04 April 2006 American nCipher deal on the rocks SAFENET'S proposed purchase of nCipher could be off. The putative American buyer had offered #86.1 million for the Cambridge company but the Office of Fair Trading (OFT) referred the move to the Competition Commission. SafeNet said its offer has now lapsed as a result - and it has not yet confirmed if its interest in nCipher, founded by brothers Alex and Nicko van Someren, is over. A company statement said: "SafeNet notes the decision from the Office of Fair Trading to refer the offer for nCipher plc to the Competition Commission. "As a result of the referral by the OFT to the Competition Commission, the offer has, in accordance with its terms, lapsed. "SafeNet is considering its options resulting from this referral, and will announce its next steps shortly. "Arrangements will be made for those nCipher shares in respect of which acceptances of the offer have been received to be returned to the relevant holders in accordance with the terms of the offer." Staff at nCipher are now waiting on SafeNet's next move. Daniel Murton, director of corporate marketing, said: "That is the end of this particular deal. "There was a condition in the offer that should there be a referral to the Competition Commission, the offer lapsed. SafeNet is now considering its options." He would not speculate as to whether SafeNet's interest was at an end. He said: "There is no definite answer. "Everybody would like clarity and we are expecting another announcement from SafeNet. It's in their hands." SafeNet had received acceptances in respect of more than 23 million nCipher shares - around 81 per cent of the issued share capital - by the offer deadline on March 24, and it had extended the deadline to April 9. But then the OFT stepped in because both companies are engaged in the supply of hardware security modules (HSMs) - computer systems to manage the encryption of data enabling the secure exchange of information - both in the UK and worldwide. It referred the deal to the Competition Commission. Vincent Smith, the OFT's director of competition enforcement, said: "This transaction will bring together two of the largest suppliers of HSMs in the UK. "The loss of competitive pressure between the parties may lead to customers facing higher prices and a loss of innovation." nCipher employs around 160 people worldwide, 70 of them in its Station Road headquarters. -- ----------------- R. A. Hettinga <mailto: rah@ibuc.com> 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' --- end forwarded text -- ----------------- R. A. Hettinga <mailto: rah@ibuc.com> 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'