Decision Nº M/04/033 from Competition and Consumer Protection Commission, 2004-06-15

• Jurisdiction: Ireland
• Parties: Networks Associates,Network General
• Date: 15 June 2004
• Decision Date: 15 June 2004
• Decision Number: M/04/033
• Court: Competition and Consumer Protection Commission

Determination of the Competition Authority

Determination No. M/04/033 of the Competition Authority, dated

15 June 2004, under Section 21 of the Competition Act, 2002

Notification No. M/04/033 – The proposal by Network General

Corporation to acquire certain assets of Networks Associates, Inc.

(“the proposed acquisition”)

Introduction

1. On 28 May 2004 the Competition Authority, in accordance with

Section 18 (1) of the Competition Act, 2002 (“the Act”) was notified,

on a mandatory basis, of a proposal whereby Network General

Corporation (“NGC”) would acquire certain assets of Networks

Associates, Inc. (“Networks Associates”), which assets constitute the

latter undertaking’s entire Sniffer Technologies business (“the

proposed acquisition”).

2. The proposed acquisition is international in scope and has been

notified to the competition authorities of the United States, Brazil and

Germany.

The Parties

3. NGC, a company registered in the United States, was formed

specifically for the purpose of the proposed acquisition. NGC is owned

by several private equity investment firms whose main business

activity is financial investment in a range of businesses. It was

submitted that such undertakings operate at arms’ length and are

self-financing. The private equity investment firms which own NGC,

and their respective shareholdings, are:

TPG Partners IV, L.P. [CONFIDENTIAL]%

T3 Partners II, L.P. [CONFIDENTIAL]%

TPG Partners III, L.P. [CONFIDENTIAL]%

Silver Lake Partners [CONFIDENTIAL]%

Integral Capital Partners [CONFIDENTIAL]%

4. Network Associates, a public company registered in the United States

and traded on the New York Stock Exchange, operates worldwide in

the manufacture and supply of computer security solutions that

prevent intrusions on networks and protect computer systems from

attacks and threats. The company supplies large enterprises,

governments, small and medium sized businesses, and consumers. It

offers two product portfolios: McAfee System Protection Solutions

(securing desktops and servers); and McAfee Network Protection

Solutions (securing corporate computer networks). These two product

portfolios incorporate Network Associates’ three product lines: McAfee

System Security Technologies, McAfee Network Security Technologies

and Sniffer Technologies (“Sniffer”). Only Sniffer is subject to the

proposed acquisition.

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