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Vista Equity Partners Announces Waiver Of Financing Proceeds Condition

SAN DIEGO and AUSTIN, Texas, June 17, 2013 /PRNewswire/ -- Vista Equity Partners today announced that its affiliates, Tomahawk Acquisition, LLC ("Parent") and Tomahawk Merger Sub, Inc. ("Purchaser"), waived the "Financing Proceeds Condition" described in the Offer to Purchase in connection with the previously announced tender offer to acquire all of the outstanding shares of common stock of Websense, Inc. (NASDAQ: WBSN) (the "Company") for $24.75 per share in cash, net to the seller in cash, without interest and less any applicable withholding taxes, if any.  The tender offer is scheduled to expire at 9:00 a.m. ( New York City time) on Tuesday, June 25, 2013, unless further extended or earlier terminated.  All other terms and conditions of the tender offer remain unchanged, including, without limitation, the "Minimum Condition" described in the Offer to Purchase.

The tender offer is being made in connection with the Agreement and Plan of Merger, dated as of May 19, 2013, among the Company, Parent and Purchaser.  Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of all conditions, the Company will merge with Purchaser and all outstanding shares of the Company's common stock, other than shares held by Parent, Purchaser or the Company, or shares held by the Company's stockholders who are entitled to and properly demand and perfect appraisal of such shares pursuant to the applicable provisions of Delaware law, will be automatically cancelled and converted into the right to receive cash equal to the $24.75 offer price per share. In certain cases, the parties have agreed to proceed with a one-step merger transaction if the tender offer is not completed.  The Board of Directors of Websense has unanimously approved the proposed acquisition by Vista Equity Partners and recommends that Websense stockholders tender their shares in the tender offer.

Copies of the Offer to Purchase, Letter of Transmittal and other related material are available free of charge from Georgeson Inc., the information agent for the tender offer, toll-free at (866) 277-0928.

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