Check Point Software Technologies to Acquire Zone Labs

REDWOOD CITY, Calif. and SAN FRANCISCO, Dec. 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 SecureClientâ„? 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 Integrityâ„?, its flagship enterprise endpoint security solution, ZoneAlarm® Pro, its acclaimed personal firewall for consumer and small business users, and the IMsecureâ„? 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.”

Conference Call and Webcast Information
Check Point will host a conference call with the investment community on December 15, 2003 at 2:30 PM PT / 5:30 PM ET. Please dial (973) 935-8512 to access the live call or visit the company’s website at www.checkpoint.com/ir for the live webcast. Online presentation materials will be included on the call. A replay of the conference call will be available through December 28, 2003 at the Company’s website or by telephone at 973-341-3080, confirmation code 4376681.

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.

About Check Point Software Technologies
Check Point Software Technologies is the worldwide leader in securing the Internet. It is the market leader of both the worldwide VPN and firewall markets. Through its Next Generation product line, the company delivers a broad range of perimeter, internal and Web security solutions that protect business communications and resources for corporate networks and applications, remote employees, branch offices and partner extranets. Extending the power of the Check Point solution is its Open Platform for Security (OPSEC), the industry’s framework and alliance for integration and interoperability with “best-of-breed” solutions from over 350 leading companies. Check Point solutions are sold, integrated and serviced by a network of 1,900 Check Point partners in 86 countries. For more information, please call us at (800) 429-4391 or (650) 628-2000, or visit us on the Web at http://www.checkpoint.com or at http://www.opsec.com.

About Zone Labs, Inc.
Zone Labs®, one of the most trusted brands in Internet security, is a leading creator of endpoint security solutions protecting millions of PCs and the valuable, personally-identifiable information on those PCs, from hackers, spyware and data theft. The company’s award-winning endpoint security product line is deployed in global enterprises, small businesses and consumers’ homes, protecting them from Internet-borne threats. Zone Labs Integrityâ„? is an endpoint security management platform that protects corporate data and productivity. ZoneAlarm® Pro, ZoneAlarm Plus and ZoneAlarm are among the most popular and successful Internet security products available today while IMsecureâ„? Pro offers comprehensive security for instant messaging.

Founded in 1997, Zone Labs is a private company headquartered in San Francisco, California, USA, with European headquarters in Frankfurt, Germany and offices in Japan and Singapore. For more information, please visit Zone Labs at www.zonelabs.com.