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May 24 – Standard & Poor’s Ratings Services said today that its rating and

outlook on SafeNet Inc. (rated ‘B’ with a stable outlook) are not affected

following the company’s announcement that it has withdrawn its proposed $175

million dividend recapitalization transaction. SafeNet is a provider of data

protection solutions to commercial and government customers.

Had the recapitalization occurred as planned, leverage would have risen to

the 7x area, which is high for the rating and would have depleted much of

SafeNet’s debt capacity at the ‘B’ rating. With the withdrawal of the $175

million dividend transaction, debt to EBITDA at the end of the first quarter was

in the low-5x area, which provides the company more financial flexibility.

Although weakness in the company’s government and Europe business, combined with

increased investments in the commercial data protection business, caused EBITDA

to decline by approximately 47% in the first quarter, Standard & Poor’s expects

revenue and EBITDA to modestly grow for the remainder of the year. Liquidity

remains adequate, with $44 million on cash (as of March 31, 2012), positive free

cash flow generation, and availability under its $25 million revolving credit

facility.