Websense to Acquire Information Leak Prevention Leader PortAuthority Technologies, Inc.

Websense to Acquire Information Leak Prevention Leader PortAuthority Technologies, Inc.

December 25, 2006

    SAN DIEGO and PALO ALTO, Calif., Dec. 25
/Xinhua-PRNewswire/ -- Websense, Inc. (Nasdaq: WBSN) today
announced a definitive agreement to acquire PortAuthority
Technologies, Inc., of Palo Alto, Calif., and Ra'anana,
Israel, for approximately $90 million in cash.  

    The planned acquisition will bring together two
technology and market leaders in preemptive content
security: PortAuthority with its information leak
prevention technology and Websense with its
ThreatSeeker(TM) malicious content identification and
categorization technology.  The result will be a new
best-of-breed security software company with the
capabilities to help organizations prevent the unauthorized
use or disclosure of confidential data while simultaneously
protecting users and data from external malicious threats.


    Through an existing OEM technology alliance established
in September of this year, Websense has been working with
PortAuthority to enhance the Websense(R) Deep Content
Control(TM) technology to deliver comprehensive security
solutions that protect users and data from internal and
external threats, both known and emerging. 

    Combining Websense's ThreatSeeker malicious content
identification and categorization technology with
PortAuthority's PreciseID(TM) data fingerprinting
technology into a single integrated offering will allow
organizations to manage how confidential data is permitted
to leave an organization and under what circumstances. 
With deep knowledge of Internet destinations, protocols and
applications, along with detailed fingerprints of internal
data, Websense Deep Content Control technology will help
protect information flowing through the network, including
outbound, internal and Web-based email; Web postings;
instant messaging; file transfers and network printing. 
Additionally, both technologies will use an integrated
policy engine to give organizations the unique ability to
manage and protect information by individual user rather
than by device or Internet protocol address.

    "Today's high impact security threats aren't about
a worm overloading your mail system.  They are about people
stealing your proprietary information," said Gene
Hodges, CEO, Websense.  "Websense and PortAuthority
are solving this problem today by helping companies prevent
Web-based information theft and internal information
leakage."

    "Through this planned acquisition, Websense gains
not only PortAuthority technology but the security-savvy
engineers that have developed this industry-leading
technology," added Hodges.  "Websense is
committed to maintaining PortAuthority's research and
development presence in Israel and retaining the
engineering talent responsible for this innovative
technology."

    The market for data-centric content control is growing.
 IDC predicts that this market will grow from $194.0 million
in 2007 to $434.6 million in 2009, representing a nearly 50
percent compound annual growth rate.*

    "Websense and PortAuthority provide unique
solutions to the information protection puzzle --
protecting information from the inside and outside,"
said Pete Foley, CEO, PortAuthority.  "This
acquisition is a natural evolution for both companies given
the synergies between Websense's security software, research
and content classification, and our award-winning
information leak prevention software."

    Websense plans to deliver its information leak
prevention software through worldwide channel partners,
including those with an existing relationship with
PortAuthority.

    The stockholders of PortAuthority have approved the
proposed acquisition, to be effected via a merger between a
subsidiary of Websense and PortAuthority.  The closing of
the merger is subject to standard closing conditions and is
expected to close in January 2007. 

    Upon closure of the transaction, Websense will assume
the assets and liabilities of PortAuthority, including
approximately $5 million in working capital and $4 million
in indebtedness.  The transaction is expected to be
dilutive to Websense non-GAAP earnings per share by 10 to
15 cents in 2007 and slightly accretive in 2008.  Due to
the absence at this time of estimates of the
acquisition-related costs and the allocation of the
purchase price between goodwill, in-process R&D, other
intangibles and equity-based compensation expenses related
to SFAS 123R, we are currently unable to provide GAAP
estimates for future earnings.

    For more information about PortAuthority Technologies,
Inc., visit http://www.portauthoritytech.com .   
    
    Conference Call

    Websense is hosting a conference call and simultaneous
webcast today at 9:00 a.m. EST (6:00 a.m. PST), to discuss
the announcement. To participate in the call, investors
should dial [phone] (domestic) or [phone]
(international) 10 minutes prior to the scheduled start of
the call.  The webcast may be accessed via the Internet at
http//:www.websense.com/investors . An audio archive of the
webcast will be available on the company's Web site through
Tuesday, January 30, 2007, and a taped replay of the call
will be available for one week at [phone] or
[phone], passcode 3161347.

    About Websense, Inc.

    Websense, Inc. (Nasdaq: WBSN), a global leader in Web
security and Web filtering software, is trusted to protect
24 million employees worldwide.  Websense proactively
discovers and immediately protects customers against
web-based threats such as spyware, phishing attacks,
viruses and crimeware with maximum protection and minimal
effort.  With diverse partnerships and integrations,
Websense enhances our customers' network and security
environments.  For more information, visit
http://www.websense.com .

    * IDC's "Worldwide Outbound Content Compliance
2005-2009 Forecast and Analysis: IT Security Turns Inside
Out," November, 2005.

    Websense and Websense Enterprise are registered
trademarks of Websense, Inc. in the United States and
certain international markets.  Websense has numerous other
unregistered trademarks in the United States and
internationally.  All other trademarks are the property of
their respective owners. 

    This press release contains forward-looking statements
that involve risks, uncertainties, assumptions and other
factors which, if they do not materialize or prove correct,
could cause Websense's results to differ materially from
historical results or those expressed or implied by such
forward-looking statements.  All statements, other than
statements of historical fact, are statements that could be
deemed forward-looking statements, including statements
related to the potential benefits of the merger, the timing
of the expected closing of the merger and statements
containing the words "planned,"
"expects," "believes,"
"strategy," "opportunity,"
"anticipates" and similar words.  The potential
risks and uncertainties which contribute to the uncertain
nature of these statements include, among others, risks
relating to PortAuthority's business that were not
identified through diligence, risks related to integration
of acquisitions, risks related to maintaining an
engineering group in Israel, execution of growth
initiatives, customer acceptance of the company's services,
products and fee structures; changes in domestic and
international market conditions and the entry into and
development of international markets for the company's
products; risks relating to intellectual property
ownership; and the other risks and uncertainties described
in Websense's public filings with the Securities and
Exchange Commission, available at http://www.sec.gov . 
Websense assumes no obligation to update any
forward-looking statement to reflect events or
circumstances arising after the date on which it was made.


    For more information, please contact:

     Cas Purdy (Media)                     
     Websense, Inc.                        
     Tel:   [phone]                        
     Email: [e-mail]                   

     Kate Patterson (Investors)
     Websense, Inc. 
     Tel:   [phone]
     Email: [e-mail]
      
     Dan Spalding (Media)
     PortAuthority Technologies
     Tel:   [phone] x138
     Email: [e-mail]


SOURCE  Websense, Inc.