SafeNet to Be Acquired by Private Equity Firm Vector Capital for $634 Million

SafeNet, Inc. (NASDAQ:SFNT), setting the standard for information
security, today announced that it has entered into a definitive
agreement to be acquired by an investor group led by Vector Capital in
a transaction valued at approximately $634 million. The $28.75 per
share price represents a premium of 12% over the SafeNet average
closing share price during the 30 trading days ended March 2, 2007 and
a 57% premium over its closing stock price on October 2, 2006, the
last date before the Company commenced intensive efforts to explore
its strategic alternatives.

Under the terms of the agreement, a subsidiary of Vector Capital
(Stealth Acquisition Corp.) will commence a tender offer to acquire
all of the outstanding shares of SafeNet common stock for $28.75 per
share in cash. The offer is expected to commence on or before March
12, 2007, and will expire at midnight on the 20th business day
following and including the commencement date, unless extended in
accordance with the terms of the merger agreement and the applicable
rules and regulations of the Securities and Exchange Commission
("SEC").

The Board of Directors of SafeNet unanimously approved the
definitive agreement and recommends that shareholders tender their
shares into the tender offer. Members of SafeNet's Board have agreed
to tender their shares.

Walter Straub, SafeNet's Chairman and CEO, said, "Over the past
five months, our Board of Directors engaged in an extremely thorough
review of all strategic options available to the Company, including a
broad solicitation process that resulted in significant competitive
interest in our Company. Based on this comprehensive process, the
Board determined that being acquired by Vector Capital and its
partners represents a compelling opportunity that is in the best
interest of our shareholders, customers and employees."

"In Vector, we have identified a partner that is committed to
assisting the Company to fully realize its opportunities while we
continue to address our issues and build momentum in our business,"
continued Straub.

Chris Nicholson, a Partner at Vector, said, "SafeNet's full suite
of leading government and industry security solutions uniquely
position the Company with its strong customer base, and we look
forward to working with SafeNet's talented employees and management
team to build lasting value for the Company and its customers."

David Fishman, a Principal at Vector commented, "The challenges of
being a public company today can sometimes inhibit growth in companies
like SafeNet. We believe SafeNet will significantly benefit from being
a private company, and will be in a better position to help achieve
its goal of providing leading security solutions to both its
Government and Commercial customers."

The tender offer is conditioned upon, among other things,
approximately 78% of SafeNet's shares being tendered in the offer
based on the current shares and options outstanding. If the Company
becomes current in its SEC filings, the minimum tender condition will
be reduced to a majority of the fully diluted eligible shares.

The transaction is not subject to any financing condition. The
transaction will be financed through a combination of equity and debt,
with the debt financing committed by Deutsche Bank and Citigroup
Global Markets and the equity committed by Vector and certain of its
partners. Provided that the minimum tender condition is met, the
transaction is expected to be completed during the second quarter of
2007, subject to customary closing conditions and regulatory
approvals. There can be no assurance that the transaction will be
approved or consummated.

Merrill Lynch is acting as financial advisor to SafeNet, Inc., and
Wachtell, Lipton, Rosen & Katz is acting as the Company's legal
advisor. Credit Suisse also was retained to provide certain financial
advisory services to the Board of Directors of SafeNet. O'Melveny and
Myers is acting as legal advisor to Vector Capital. Deutsche Bank
served as lead financial advisor and co-lead arranger of the debt
financing and Citigroup Global Markets Inc. served as co-advisor and
co-lead arranger.

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. UBS, Nokia, Fujitsu,
Hitachi, Bank of America, Adobe, Cisco Systems, Microsoft, Samsung,
Texas Instruments, the U.S. Departments of Defense and Homeland
Security, 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.

About Vector Capital

Vector Capital is a leading private equity firm specializing in
buyouts, spinouts and recapitalizations of established technology
businesses. Vector identifies and pursues these complex investments in
both the private and public markets. Vector actively partners with
management teams to devise and execute new financial and business
strategies that materially improve the competitive standing of these
businesses and enhance their value for employees, customers and
shareholders. Among Vector's notable investments are Savi Technology,
LANDesk Software, Corel Corporation (Nasdaq:CREL), Register.com, and
Watchguard Technologies. For more information, visit
www.vectorcapital.com.

Forward Looking Statements. Statements made in this release, our
website and in our other public filings and releases, which are not
historical facts contain "forward-looking" statements (as defined in
the Private Securities Litigation Reform Act of 1995) that involve
risks and uncertainties and are subject to change at any time. These
forward-looking statements may include, but are not limited to,
statements containing words such as "anticipate," "contemplate,"
"believe," "plan," "estimate," "expect," "intend," "may," "target,"
"look forward to" and similar expressions. Factors that could cause
actual results to differ materially include, but are not limited to,
the following: costs, litigation, an economic downturn or changes in
the laws affecting our business in those markets in which we operate,
other economic, business, competitive, and/or regulatory factors
affecting our business including those set forth in our public
filings, costs related to the proposed merger and tender offer, the
risk of failing to obtain any required stockholder approvals or meet
minimum tendering conditions or other conditions, the risk that the
transaction will not close or that such closing will be delayed, and
the risk that our business will suffer due to uncertainty. There can
be no assurance that the tender offer and second-step merger or any
other transaction will be consummated, or if consummated, that it will
increase shareholder value. The forward-looking statements involve
known and unknown risks, uncertainties and other factors that are, in
some cases, beyond our control. We caution investors that any
forward-looking statements made by us are not guarantees of future
performance or events. We disclaim any obligation to update any such
factors or to announce publicly the results of any revisions to any of
the forward-looking statements to reflect future events or
developments, except to the extent required by law.

Additional Information and Where to Find It. In connection with
the tender offer, SafeNet expects to file a
solicitation/recommendation statement on Schedule 14D-9 with the
Securities and Exchange Commission (the "SEC"). In connection with the
proposed merger, SafeNet expects to file a proxy statement with the
SEC, if required by law. Investors and security holders are strongly
advised to read these documents when they become available because
they will contain important information about the tender offer and the
proposed merger. Free copies of materials which filed by SafeNet will
be available at the SEC's web site at www.sec.gov, or at the SafeNet
web site at www.safenet-inc.com or www.safenetinvestor.com and will
also be available, without charge, by directing requests to SafeNet,
Investor Relations: Gregg Lampf, 4690 Millennium Drive Belcamp,
Maryland 21017, 443-327-1532. SafeNet and its directors, executive
officers and other members of its management and employees may be
deemed participants in the solicitation of tenders or proxies from its
shareholders. Information concerning the interests of SafeNet's
participants in the solicitation is set forth in SafeNet's proxy
statements and other public filings with the SEC, and will be set
forth in proxy statements relating to any merger, if one is required
to be filed, and in the solicitation/recommendation statements on
Schedule 14D-9 when they become available.

This document is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any securities.
The solicitation and the offer to buy shares of SafeNet's common stock
will only be made pursuant to an offer to purchase and related
materials that Stealth Acquisition Corp. intends to file with the
Securities and Exchange Commission. Once filed, SafeNet stockholders
should read these materials carefully prior to making any decisions
with respect to the offer because they contain important information,
including the terms and conditions of the offer. Once filed, SafeNet
stockholders will be able to obtain the offer to purchase and related
materials with respect to the offer free of charge at the SEC's
website at www.sec.gov, from the information agent named in the tender
offer materials or from Stealth Acquisition Corp.