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Networking security outfit



made an unsolicited $297 million bid for rival

Secure Computing



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News of the all-stock proposal, sent to Secure Computing in a Sunday afternoon letter, sent Secure Computing 11% higher and CyberGuard 6% lower early Monday.

CyberGuard said the deal offers Secure Computing holders a 22% premium on Friday's closing price.

"We have a great deal of respect for Secure Computing's team and their technology," CyberGuard chief Pat Clawson said. "Both of our companies offer the highest-level information security in the industry. Both focus 100% on providing the most secure products in the world. Together our products would be the most secure product suite available. This is a logical next step for CyberGuard as we continue to aggregate the right technology for the enterprise and move forward to build the premium information security company."

Fort Lauderdale, Fla.-based CyberGuard said the merger could create $14 million in cost savings, worth 20 cents a share in annual earnings.

Secure Computing, based in San Jose, Calif., said its board would consider the CyberGuard move when it receives the offer letter. A spokesman said the company expected to have it in hand today and that it would comment on the proposal in due course.

On Monday, Secure rose 68 cents to $7.05, while CyberGuard fell 46 cents to $7.34.

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