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Citadel Security Software to be Acquired by McAfee.
DALLAS -- Citadel Security Software announced that it has signed a definitive agreement with McAfee for the acquisition of substantially all of Citadel’s assets for approximately $56 million in cash plus an estimated $4 million in working capital reimbursement. Citadel provides solutions in security policy compliance and vulnerability remediation to help government and commercial enterprises neutralize security vulnerabilities and reduce risk.
The proposed transaction is expected to close in the fourth quarter of 2006, subject to closing conditions including Citadel stockholder approval, expiration of the Hart-Scott-Rodino (HSR) waiting period and other conditions in the definitive agreement.
After payment of estimated transaction costs, liabilities, preferred stock and other cash payments, Citadel expects to distribute to its common stockholders an aggregate amount in the range of approximately $0.52 to $0.54 per share of common stock in the form of liquidating dividends. Citadel anticipates that this distribution will be made in one or more cash dividends with a substantial portion of the payment to be made as soon as practicable following expiration of the 30-day indemnification period under the definitive agreement. The balance will be paid at a later date after payment of any remaining obligations. Citadel will provide an update in its proxy statement with respect to the timing and amounts of estimated distributions
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