Upon closing, Imperva will operate as a
privately-held company with a continued focus to lead the fight to
keep data and applications safe from cybercriminals
Imperva, Inc. (NASDAQ: IMPV), a leading global provider of
best-in-class cybersecurity solutions on-premises, in the cloud and
across hybrid environments, today announced it entered into a
definitive agreement to be acquired by leading private equity
technology investment firm Thoma Bravo, LLC. Upon the close of the
transaction, Imperva will operate as a privately-held company with
the flexibility to focus on execution and drive to be a world-class
profitable growth company.
Under the terms of the agreement, Imperva stockholders will
receive $55.75 per share in cash in a transaction valued at
approximately $2.1 billion. Imperva’s Board of Directors
unanimously approved the agreement and believes the transaction
will maximize stockholder value.
“Thoma Bravo has an excellent track record of supporting and
adding value to leading cybersecurity companies, and we are
delighted to bring on a partner with their caliber of strategic
expertise,” said Chris Hylen, President and CEO of Imperva. “This
transaction will provide immediate and substantial value to Imperva
stockholders. The company will have greater flexibility to focus on
executing our long-term strategy. We are excited to begin our
partnership with Thoma Bravo.”
“Thoma Bravo has long admired Imperva's innovative products and
strong market position,” said Seth Boro, a Managing Partner at
Thoma Bravo. “As a leading company that protects data and
applications, regardless of whether they live in the cloud,
on-premise or in a hybrid environment, Imperva is ahead of the
curve from the rest of the cybersecurity industry, and we're
thrilled with this exciting partnership.”
“Digital transformations are occurring in virtually every
industry and at accelerating speeds. Software applications and data
are at the epicenter of this new digital economy and are
increasingly under cyberattack. We believe Imperva’s market leading
technology will continue to play a huge role in protecting the
broader digital economy,” said Chip Virnig, a Partner at Thoma
Bravo. “Our expertise and track record investing in cybersecurity
fits squarely with Imperva’s long-term roadmap, and we look forward
to advancing the Company’s market position in this rapidly-growing
security segment.”
Imperva will maintain its corporate headquarters in Redwood
Shores, California and continue to be led by its current executive
team.
Terms
Imperva stockholders will receive $55.75 per share in cash upon
the closing. The transaction is valued at approximately $2.1
billion and is currently expected to close late in the fourth
quarter of 2018 or early in the first quarter of 2019, subject to
approval by Imperva’s stockholders and regulatory authorities and
the satisfaction of customary closing conditions.
The merger agreement provides for a 45-day “go-shop” period,
during which Imperva’s Board and advisors may actively solicit
alternative acquisition proposals and enter into negotiations with
other parties. During this period, Imperva will have the right to
terminate the merger agreement to enter into a superior proposal
subject to the terms and conditions of the merger agreement. There
can be no assurance this 45-day “go-shop” period will result in a
superior proposal. Imperva does not intend to disclose developments
about this process unless and until its Board has made a decision
with respect to any potential superior proposal.
For further information regarding the terms and conditions of
the definitive merger agreement, please see Imperva’s Current
Report on Form 8-K filed in connection with this transaction.
Advisors
Qatalyst Partners is acting as financial advisor to Imperva and
Fenwick & West LLP is serving as Imperva’s legal advisor.
Kirkland & Ellis LLP is serving as legal advisor to Thoma
Bravo.
About Imperva
Imperva is a leading cybersecurity company that delivers
best-in-class solutions to protect data and applications - wherever
they reside - on-premises, in the cloud, and across hybrid
environments. The company's Incapsula, SecureSphere, and
CounterBreach product lines help organizations protect websites,
applications, APIs, and databases from cyberattacks while ensuring
compliance. Imperva innovates using data, analytics, and insights
from our experts and our community to deliver simple, effective and
enduring solutions that protect our customers from cybercriminals.
Learn more at www.imperva.com, our blog, or Twitter.
About Thoma Bravo, LLC
Thoma Bravo is a leading private equity firm focused on the
software and technology-enabled services sectors. With a series of
funds representing more than $30 billion in capital commitments,
Thoma Bravo partners with a company's management team to implement
operating best practices, invest in growth initiatives and make
accretive acquisitions intended to accelerate revenue and earnings,
with the goal of increasing the value of the business.
Representative past and present portfolio companies include
industry leaders such as ABC Financial, Blue Coat Systems, Deltek,
Digital Insight, Frontline Education, Global Healthcare Exchange,
Hyland Software, Imprivata, iPipeline, PowerPlan, Qlik, Riverbed,
SailPoint, SolarWinds, SonicWall, Sparta Systems and TravelClick.
The firm has offices in San Francisco and Chicago. For more
information, visit thomabravo.com.
Additional Information and Where to Find It
In connection with the proposed transaction, Imperva will file
relevant materials with the Securities and Exchange Commission, or
SEC, including a preliminary and definitive proxy statement.
Promptly after filing the definitive proxy statement, Imperva will
mail the definitive proxy statement and a proxy card to Imperva’s
stockholders. These documents, as they may be amended or
supplemented from time to time, will contain important information
about the proposed transaction and Imperva stockholders are urged
to read them carefully when they become available. Imperva
stockholders will be able to obtain copies of the definitive proxy
statement, the preliminary proxy statement and other relevant
materials in connection with the transaction (when they become
available) free of charge at the SEC’s website at www.sec.gov or at
www.imperva.com/company/SECFilings.
Participants in the Solicitation
Under SEC rules, Imperva’s directors, executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies of Imperva stockholders
in connection with the proposed transaction. Information about
Imperva’s directors and executive officers and their ownership of
Imperva common stock is set forth in Imperva’s proxy statement
filed with the SEC on March 12, 2018. The proxy statement is
available free of charge at the SEC’s website at www.sec.gov or at
www.imperva.com/company/SECFilings. Information concerning the
interests of Imperva’s participants in the solicitation, which may,
in some cases, be different than those of Imperva’s stockholders
generally, will be set forth in the proxy statement relating to the
transaction when it becomes available.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, or the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended, or the Exchange Act. Such
statements are based upon current expectations that involve risks
and uncertainties. Any statements contained herein that are not
statements of historical facts may be deemed to be forward-looking
statements. Words such as “may,” “will,” “potential,” “continue,”
“strategy,” “believe,” “expect,” “intend” and similar expressions
or variations are intended to identify forward-looking statements.
Imperva’s actual results and the timing of certain events may
differ significantly from the results discussed in the
forward-looking statements. Factors that might cause or contribute
to such differences include, but are not limited to, those
described in Imperva’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2018 in the section titled “Risk Factors”
and the risks discussed in its other filings with the SEC. Imperva
undertakes no intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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ImpervaTami Caseytami.casey@imperva.com
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