Proofpoint enters definitive agreement to be acquired by Thoma Bravo

With this cash acquisition Thoma Bravo reinforces its focus on companies specializing in cybersecurity software.

Proofpoint, a leading cybersecurity and compliance company, announced that it has entered into a definitive agreement to be acquired by Thoma Bravo, a leading private equity investment firm focused on the software and technology-enabled services sector, in an all-cash transaction that values Proofpoint at approximately U$12.3 billion.

Under the terms of the agreement, Proofpoint shareholders will receive U$176 per share in cash, representing a premium of approximately 34% over Proofpoint’s closing share price on April 23, the last full trading day prior to the transaction announcement, and a premium of approximately 36% over Proofpoint’s three-month volume-weighted average closing share price through April 23, 2021.

Upon completion of the transaction, Proofpoint will become a private company with the flexibility and resources to continue providing the most effective cybersecurity and compliance solutions to protect people and organizations around the world. Additionally, Proofpoint will benefit from the operating capabilities, capital support and deep sector expertise of Thoma Bravo – one of the most experienced and successful software investors in the world.

Gary Steele, Chairman and CEO, Proofpoint, said: “Today’s 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.”

“Proofpoint has achieved tremendous outcomes for customers around the world, and we’re excited to partner with this talented team at a moment when organizations need innovative solutions to navigate an increasingly treacherous cybersecurity environment,” said Seth Boro, a Managing Partner, Thoma Bravo.

Proofpoint’s Board of Directors has unanimously approved the agreement with Thoma Bravo and recommends that Proofpoint shareholders vote in favor of the transaction at the Special Meeting of Shareholders to be called in connection with the transaction.