Websense gobbled up by private equity firm

A private equity firm has completed its acquisition of San Diego cyber security company Websense in a cash deal valued at roughly $910 million.

The sale to a subsidiary of Vista Equity Partners means Websense will become a private company, with Tuesday being the last day its shares traded.


But little else is expected to change at the Internet security firm, which employs 1,600 worldwide. The current executive team will remain, including Chief Executive John McCormack.

"Vista Equity has communicated a great deal of respect for our company, and we believe their acquisition of Websense represents an endorsement of the hard work of all of our employees and confidence in our future," said spokeswoman Patricia Hogan.


Vista Equity is a $6 billion private equity firm focused on software with offices in San Francisco, Austin and Chicago. In late May, it launched a tender offer to buy Websense at $24.75 per share, a 53 percent premium over the average share price during the prior two months.

Stockholders who own 77 percent of the company's 36.5 million outstanding shares agreed to sell when the tender offer expired on Tuesday.

Those shares – combined with stock Vista Equity already owned – gave it a 90 percent stake in Websense. That allowed Vista Equity to complete the acquisition without a shareholder vote under Delaware law, where Websense is incorporated.

All shareholders will get the tender price, even those who didn't agree to sell their shares.


At least two lawsuits have been filed contesting the merger, accusing the company's board of breaching its fiduciary duty by selling too low. Those lawsuits seek damages, but they aren't expected to unwind the transaction.

Websense declined to comment on the pending litigation.

Websense released its first product in 1996. In its early years, the company was known mostly for its Web filtering software, which blocks access to pornography and other inappropriate Web sites in the workplace.

Later, the company expanded into a broader range of network security products targeting businesses. They include email spam filters, malware detection, data protection and other cyber-security protections.

In 2010, the company transitioned to its Triton Internet Security Suite, which provides more comprehensive protection. Triton is sold to businesses on a subscription basis.

Websense posted sales of $361.4 million last year and net income of $18.3 million, or 50 cents a share. That's down from sales of $364 million and earnings of $31 million in 2011. It competes with major Internet security software firms, including Symantec and McAfee.