SafeNet Announces Plans to Acquire MediaSentry, Inc.; Acquisition Expands SafeNet Digital Rights Management Business into Managed Services and Anti-Piracy for the Entertainment Industry

BALTIMORE--(BUSINESS WIRE)--June 2, 2005--SafeNet, Inc. (NASDAQ:SFNT), setting the standard for information security, today announced that it has signed a definitive agreement to acquire all the issued shares of MediaSentry, Inc. for cash and stock consideration of $20 million, complemented by an earn out schedule. The mix of cash and stock is 70 per cent and 30 per cent respectively. This transaction is expected to have a nominal positive effect on EPS by the close of 2005.

MediaSentry, based in Morristown, New Jersey, is a global provider of anti-piracy and business management services for the recording and motion picture industries. The company's anti-piracy solutions help clients detect and deter unauthorized distribution of copyrighted content and prosecute those who engage in piracy.

“MediaSentry and SafeNet share a common vision for the entertainment and software industries. Together, we protect revenue channels and enable new revenue opportunities”

MediaSentry's customers include the world's largest music and print publishers, record labels, motion picture studios, software companies and industry associations, such as Warner Brothers, the Motion Picture Association of America and the Business Software Alliance.

According to Anthony Caputo, Chairman, and CEO of SafeNet, "Early last year we announced our intention to aggressively grow in the Rights Management business. Our initial efforts paid off in 2004 with our existing software anti-piracy business expanding at double-digit rates. We are continuing to pursue the software market with our strong security offerings. Our focus in 2005 also includes the high growth arena of securing online delivery of entertainment content including music, movies, and games to consumer devices."

Mr. Caputo added, "Now with the acquisition of MediaSentry, we are able to expand our anti-piracy offering to include protection for peer-to-peer networks, while gaining a new competency in managed services with a stellar customer list. This is an ideal fit with our vision for the rights management business, and positions us as the market leader in the growing DRM market."

"MediaSentry and SafeNet share a common vision for the entertainment and software industries. Together, we protect revenue channels and enable new revenue opportunities," said Aaron Fessler, founder and CEO of MediaSentry. "SafeNet's comprehensive product portfolio and strong management team allow us to significantly expand our global reach and deliver services more effectively to our partners."

The MediaSentry team will operate as part of the Rights Management business unit, reporting to Prakash Panjwani. Aaron Fessler, the founder and current CEO of MediaSentry, will be Vice President for MediaSentry(TM) Managed Services; and Gary Millin, the company's president, will join SafeNet as Vice President of Strategic Business Development for the Entertainment Industry.

About the Transaction

SafeNet will acquire for cash and SafeNet stock all outstanding shares of MediaSentry from the existing shareholders of MediaSentry pursuant to an agreement executed by SafeNet, Inc., MediaSentry and holders of a majority of the shares of MediaSentry. The transaction is subject to customary closing conditions and is expected to be complete in June 2005.

About SafeNet, Inc.

SafeNet is a global leader in information security. Founded more than 20 years ago, the company provides complete security utilizing its encryption technologies to protect communications, intellectual property and digital identities, and offers a full spectrum of products including hardware, software, and chips. ARM, Bank of America, NetGear, the Departments of Defense and Homeland Security, Adobe, Samsung, Texas Instruments, the U.S. Internal Revenue Service and scores of other customers entrust their security needs to SafeNet. For more information, visit www.safenet-inc.com.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995

The statements contained in this release, which are not historical facts, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are subject to uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. Important factors that could cause actual results to differ materially include but are not limited to the failure to realize the anticipated benefits of the acquisition of MediaSentry and such other factors as are disclosed in SafeNet's periodic reports and registration statements filed with the Securities and Exchange Commission. The Company assumes no obligation to update information concerning its expectations.

Editor's Note: SafeNet is a registered trademark of SafeNet, Inc. All other trademarks are the property of their respective owners.