Secure Computing Corp. is acquiring IT security rival CyberGuard in a $295 million stock and cash deal. The transaction combines the two market leaders in the application proxy firewall space.

Under the agreement, the San Jose, Calif.-based Secure Computing will issue 0.5 shares of its common stock and $2.73 in cash for each outstanding share of CyberGuard common stock. As part of the deal, private equity firm Warburg Pincus will invest $70 million in Secure Computing.

''This transaction meets important strategic priorities and better positions Secure Computing in two of the fastest growing markets of the security industry,'' John McNulty, president and CEO of Secure Computing, said in a statement. ''By combining the companies, Secure Computing will be the leader in the unified threat management market, the fastest growing segment of the IT security market according to IDC.''

McNulty also noted the deal will accelerate his company's ability to penetrate the secure content management market and positions the combined firms as a major player in the Web filtering field with approximately 21 million licensed seats.

''The acquisition of CyberGuard will bring together two companies with highly complementary strengths and market synergies, and will allow us to accelerate our strong pace of success over these last few years,'' said McNulty.

The combined company includes 680 employees, more than 17,000 customers and 1,000 resellers in over 90 countries. Both Secure Computing and CyberGuard also have OEM and channel partnerships with companies including Cisco, Blue Coat, Network Appliance, Dell, AT&T and Citrix.

The merger is subject to the usual closing conditions, including the approval of CyberGuard's and Secure Computing's shareholders, and is expected to close during the fourth calendar quarter. Each company's executive officers and directors who are stockholders have agreed to vote in favor of the merger. The Warburg Pincus financing will not close unless the merger is completed.

Cary J. Davis, a Warburg Pincus managing director, will join the Secure Computing Board of Directors once the deal closes.

''We believe that the proposed combination with CyberGuard further enhances the company's capabilities and clearly positions Secure Computing as a leading global security solutions provider,'' Davis said.

This article was first published on internetnews.com.