From: Dave Del Torto <ddt@lsd.com>
Date: Tue, 16 Apr 1996 23:48:43 +0800
To: cypherpunks@toad.com
Subject: [NEWS] Security Dynamics Buys RSA
Message-ID: <v03006309ad9939c9cd91@[192.187.167.52]>
MIME-Version: 1.0
Content-Type: text/plain


<http://www.rsa.com/ANNOUNCE/buyout.htm>

For information about RSA:
Patrick Corman or Lisa Croel
Corman/Croel Marketing & Communications (415) 326-9648 or (415) 326-0487
Corman@cerf.net or Lcroel@mediacity.com

FOR IMMEDIATE RELEASE

Security Dynamics to Acquire RSA in Transaction Valued at Approximately
$200 Million

Cambridge MA and Redwood City, CA -- April 15, 1996 -- Security Dynamics
Technologies, Inc. (NASDAQ: SDTI) and RSA Data Security, Inc. today
announced that they have signed a definitive agreement for Security
Dynamics to acquire RSA, a Redwood City, California vendor of encryption
software. The transaction is intended to be carried out by the merger of
RSA and a wholly-owned subsidiary of Security Dynamics in a tax-free
transaction accounted for as a pooling of interests. For the year ended
December 31, 1995, RSA had revenues and net income of approximately
$11,6000,000 and $950,000, respectively.

Upon consummation of the merger, Security Dynamics will issue or reserve
for issuance 4,000,000 shares of its Common Stock in exchange for all of
the outstanding shares and options to acquire shares of RSA. Based on the
closing price of Security Dynamics Common Stock on the Nasdaq Market on
April 12, 1996, the transaction is valued at approximately $200,000,000.
The transaction is scheduled to close in June 1996.

The consummation of the merger is subject to approval by the stockholders
of both Security Dynamics and RSA and the satisfaction of antitrust and
certain other conditions. In connection with the merger agreement, certain
RSA stockholders, who currently own approximately 70% of the outstanding
shares of RSA, have agreed to vote their RSA shares in favor of the merger.

"RSA's technology is an excellent fit with Security Dynamics'
enterprise-wide security solutions," said Charles R. Stuckey, Jr.,
President and Chief Executive Office of Security Dynamics. "In the rapidly
growing Internet and Intranet markets, security has become on of the major
issues. The merger of RSA and Security Dynamics combines our user
identification and authentication technology and RSA's public key and
encryption technology, each of which is a de facto standard. We believe
this brings into a single organization the management and technical talent
needed to bring to market the most effective security applications."

"The synergy between the two companies is outstanding," said Jim Bidzos,
President and Chief Executive Officer of RSA. "RSA and Security Dynamics
technologies must be delivered as an integrated solution to corporate and
Internet users. The best way to accomplish this is for the two companies to
become one."

According to both executives, RSA will continue its existing license
business as a subsidiary of Security Dynamics.

Security Dynamics Technologies, Inc.

Security Dynamics designs, develops, markets and supports a family of
security products used to protect and manage access to computer-based
information resources and is the de facto standard for secure user
identification and authentication. The Company's family of products employ
a patent-protected combination of super smart token technology and software
for hardware access control products to authenticate the identity of users
accessing networked or stand-alone computing resources. The Company's
customers include Fortune 500 companies and financial institutions as well
as academic institutions, research laboratories, hospitals and federal,
state and foreign government organizations.

RSA Data Security, Inc.

RSA is a recognized world leader in cryptography, with millions of copies
of RSA software encryption and authentication technologies installed and in
use worldwide. RSA's encryption technology is embedded in Microsoft
Windows, Netscape Navigator, Intuit's Quicken, Lotus Notes, and hundreds of
other products. RSA technologies are part of existing and proposed
standards for the Internet and World Wide Web, CCITT, ISO, ANSI, and IEEE
as well as business, financial and electronic commerce networks around the
world. RSA develops and markets platform-independent software developers'
kits and end-user products and also provides comprehensive cryptographic
consulting services.

Founded in 1982 by the inventors of the RSA Public Key Cryptosystem, the
company is headquartered in Redwood City, Calif.