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McAfee Recommends Takeover Bid

August 24, 2002

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SAN JOSE, Calif. (AP) _ Antivirus company McAfee.com Corp. on Friday recommended its stockholders approve Network Associates Inc.’s $825 million bid for the 25 percent of McAfee not already owned by the network security firm.

The latest offer in the on-again, off-again marriage represents a value of $17.18 per share based on Network Associates’ price Friday. It’s an 81 percent increase over the original offer made in March.

A special committee and McAfee’s full board recommended shareholders accept the latest offer.

``The special committee is pleased that Network Associates has presented an offer we are able to recommend to our stockholders,″ said Frank Gill, a member of the McAfee committee.

Under the deal, McAfee stockholders would get $8 in cash and 0.675 of Network Associates shares for each McAfee share they exchange.

In April, the original offer was withdrawn after accounting problems were found in Network Associates’ books, leading to a Securities and Exchange Commission investigation and restatements of results.

Shares of Network Associates declined 94 cents, or 6.1 percent, to close Friday at $14.56 on the New York Stock Exchange. McAfee shares fell 68 cents, or 3.7 percent, to $17.72 on the Nasdaq Stock Market.


On the Net:

McAfee: http://www.mcafee.com

Network Associates: http://www.nai.com

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