Skadden represents Proofpoint in its acquisition by Thoma Bravo

Skadden represents Proofpoint in its acquisition by Thoma Bravo

The leading private equity investment firm is set to acquire the leading cybersecurity and compliance company in an all-cash transaction valued at $12.3 billion

Proofpoint, Inc., a leading cybersecurity and compliance company, has announced its decision to enter into a definitive agreement to be acquired by the leading private equity investment firm Thoma Bravo.

Thoma Bravo is a focused firm in the software and technology-enabled services sector. The all-cash transaction is valued at approximately $12.3 billion.

Proofpoint shareholders will receive $176.00 per share in cash, representing a premium of approximately 34 per cent over its closing share price as of 23 April 2021, the last full trading day before the transaction announcement, and a premium of approximately 36 per cent over Proofpoint's three-month volume-weighted average closing share price through 23 April 2021.

Once the transaction is completed, Proofpoint will become a private company and its stock will no longer be listed on any public market.

Gary Steele, Chairman and CEO of Proofpoint, expressed his confidence that the partnership will further accelerate Proofpoint's growth at an even faster pace.

"It (announcement) is a testament to the strength of Proofpoint's people-centric approach to cybersecurity and compliance and underscores our important role preventing, defending and responding to today's threats," said Gary Steele, adding that Proofpoint has taken big strides in expanding the sophistication and scale of the offerings.

According to Steele, Proofpoint generated more than $1 billion in 2020 in annual revenue – making Proofpoint the first SaaS-based cybersecurity and compliance company to reach that milestone.

Proofpoint's Board of Directors has unanimously approved the agreement and has recommended that Proofpoint shareholders vote in favor of the transaction.

The agreement includes a 45-day "go-shop" period expiring 9 June 2021 under which the Board and its advisors are allowed to initiate, solicit and consider alternative acquisition proposals from third parties. The Board will have the right to terminate the merger agreement to enter into a superior proposal provided it comes up.

The transaction is expected to close in the third quarter of 2021. Upon closing of the transaction, Proofpoint's

Morgan Stanley & Co. LLC acted as exclusive financial advisor to Proofpoint while Skadden, Arps, Slate, Meagher & Flom LLP is its legal counsel.

Financing for the transaction is being provided by Goldman Sachs & Co LLC which is also serving as financial advisor to Thoma Bravo while Kirkland & Ellis LLP is its legal counsel.