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Published on 8/21/2008 in the Prospect News Special Situations Daily.

Jasmine Holdco acknowledges interest in acquiring Aladdin Knowledge Systems for $13 per share

By Lisa Kerner

Charlotte, N.C., Aug. 21 - Aladdin Knowledge Systems Ltd. shareholder Jasmine Holdco LLC confirmed that it did submit a confidential proposal letter to Aladdin on Aug. 16.

As previously reported, Aladdin said it is reviewing Jasmine's offer to buy the company for $13 per share in cash.

The per-share offer price is approximately a 50% premium to Aladdin's stock price prior to Jasmine making significant public market purchases, a Jasmine news release noted.

Jasmine, a Vector Capital portfolio company, described an alternative proposal to acquire Aladdin's digital rights management business for between $125 million and $135 million in cash.

According to Aladdin, additional alternative transactions could include Aladdin repurchasing its shares from Vector Capital and the sale of SafeNet, Inc.'s authentication business to Aladdin.

SafeNet is a Vector Capital subsidiary and Aladdin competitor, a prior news release said.

A Jasmine spokesperson said the company expects feedback from Aladdin next week and plans to move quickly into an expedited due diligence phase.

"With Aladdin there are multiple possibilities for finding the right business transaction between our companies," SafeNet president and chief operating officer Chris Fedde stated in the release.

"A key to our global success has been engaging with companies, bringing them into SafeNet, and using our joint resources to tackle much broader market opportunities," Fedde added.

Aladdin, based in Petach Tikva, Israel, provides security solutions that reduce software theft, authenticate network users and protect against spam and viruses.


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