Check Point Software Technologies To Acquire Zone Labs

Industry Leaders Combine Forces to Deliver End-to-End Network Security Solutions for Enterprises, Small Businesses and Consumers

REDWOOD CITY, Calif. and SAN FRANCISCO, December 15, 2003 - Check Point Software Technologies (Nasdaq: CHKP), the worldwide leader in securing the Internet, and Zone Labs®, Inc., the most trusted provider of endpoint security solutions, today announced that they have signed a definitive merger agreement providing for Check Point to acquire privately held Zone Labs for $205 million. Check Point will pay approximately $113 million in cash and approximately $92 million in shares, and will also assume employee stock options of Zone Labs, which could convert to approximately 2.9 million Check Point shares. The merger agreement has been approved by the boards of directors of both companies.

Zone Labs' award-winning endpoint security solutions for enterprises, small businesses and consumers will further strengthen Check Point's perimeter, internal and Web security portfolio and expand its opportunity to take advantage of the fast-growing Internet security segment—endpoint security. Additionally, Check Point will gain access to the talent of more than 200 Zone Labs employees and more than 25 million customers worldwide.

The transaction is subject to customary closing conditions, including Zone Labs shareholder approval and regulatory approvals, and is expected to close in the first quarter of 2004. After the close of the transaction, Zone Labs will operate as a division of Check Point.

"We believe Zone Labs has the very best endpoint security solutions for both consumers and enterprises through the ZoneAlarm and Integrity product lines. These complement Check Point's vision and our SecureClient™ VPN/security client solution," said Gil Shwed, chairman and CEO of Check Point Software Technologies. "Both companies share a deep commitment to customers, and this acquisition will enable us to deliver the industry's most comprehensive end-to-end Internet security to all types of customers—from consumers to the largest enterprises."

An Internet security pioneer and leader, Check Point is focused on delivering the industry's most intelligent perimeter, internal and Web security solutions. Its Next Generation with Application Intelligence product suite includes world-class VPN, firewall, management and performance solutions for enterprises of all sizes. These solutions protect 97 of the Fortune 100 companies, and are installed at hundreds of thousands of sites worldwide.

"Our shared passion for excellence and Check Point's commitment to Zone Labs' products, partners and customers were paramount in making this decision," said Gregor Freund, CEO and co-founder of Zone Labs. "Our common vision will result in the most complete and manageable security solution to protect the fastest-growing, most vulnerable segment—network endpoints."

Zone Labs' endpoint security products now protect more than 25 million Internet users and more than 1,100 enterprise customers from the threats posed by hackers, data theft and malicious code. Zone Labs' award-winning product line includes Zone Labs Integrity™, its flagship enterprise endpoint security solution, ZoneAlarm® Pro, its acclaimed personal firewall for consumer and small business users, and the IMsecure™ product line, the company's instant messaging (IM) security solutions for enterprises, small businesses and consumers.

"Check Point and Zone Labs share similar security visions, believing that proactive security is a requirement in today's increasingly dynamic and sophisticated Internet threat environment and that secure Internet access is a critical business enabler for business and individuals," Mr. Shwed continued. "This acquisition is a logical and natural step in the evolution of both companies and will result in new market opportunities and deepened relationships with customers and partners."

Safe Harbor Statement
Certain statements in this press release are forward-looking statements. Because such statements deal with future events, they are subject to various risks and uncertainties and actual results could differ materially from Check Point's current expectations. Factors that could cause or contribute to such differences include, but are not limited to: the impact on revenues of economic and political uncertainties and weaknesses in various regions of the world, including the commencement or escalation of hostilities or acts of terrorism; the inclusion of network security functionality in third-party hardware or system software; any unforeseen developmental or technological difficulties with regard to Check Point's products; changes in the competitive landscape, including new competitors or the impact of competitive pricing and products; a shift in demand for products such as Check Point's; unknown factors affecting third parties with which Check Point has formed business alliances; timely availability and customer acceptance of Check Point's new and existing products, and other factors and risks discussed in Check Point's Report on Form 20-F for the year ended December 31, 2002, which is on file with the Securities and Exchange Commission. Check Point assumes no obligation to update information concerning its expectations.

in pratica il team di Zonelabs (quelli che hanno sviluppato Zonealarm è passato sotto checkpoint, grossa azienda nella sicurezza informatica... La domanda ora è sulla sorte di Zonealarm: il suo sviluppo continuerà oppure i prodotti di checkpoint avranno il sopravvento?