Internet Security Systems Inc. (ISS) announced Tuesday that it had reached an
agreement to acquire Network ICE Corp., a maker of desktop security products,
in a deal valued at $195 million.

The deal, which will marry the publicly traded ISS's line of corporate security
products and services to privately-held Network ICE's desktop firewall, VPN
(virtual private network) and intrusion detection systems, will be an all-stock
transaction, based on the Friday closing price of ISS's stock. ISS will issue
4.3 million shares of ISS common stock for Network ICE. The move has already
been approved by both companies' Boards of Directors and has the assent of the
owners of 70 percent of both companies' stock, according to ISS. The deal is
subject to standard regulatory approvals and is expected to close in June, ISS
said.

The combination of ISS and Network ICE will create "the most pervasive
protection system in the industry," said Tom Noonan, ISS president and
chief executive officer, on a conference call held Tuesday. ISS will now be
able to offer a comprehensive security service to its customers, which will
secure desktops, servers, gateways, mobile devices, remote workers and telecommuters,
all from one centralized administration point, he said

Network ICE offered three key improvements to ISS, Noonan said: first, the
ability to secure desktop systems; second, increased scalability of security
offerings, which will help drive ownership costs down for customers; third,
the ability to significantly enhance managed security services, thus lowering
costs, but also raising margins.

As a result of the deal, ISS also issued an updated financial forecast for
the second quarter. ISS said it expects that the deal will result in additional
quarterly revenue of $10 million to $15 million, with total revenue for the
quarter expected to come in at $295 million to $300 million. The company also
said that earnings per share ought to be in the $0.65 to $0.70 range. ISS's
earnings will be announced in the third or fourth week of July, the company
said.

ITworld.com

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