Imperva Announces Expiration of the Go-Shop Period
26 Novembre 2018 - 10:03PM
Business Wire
Imperva, Inc. (NASDAQ:IMPV), a cybersecurity leader that
delivers best-in-class solutions to protect data and applications
on-premises, in the cloud and across hybrid environments, today
announced the expiration of the 45-day go-shop period included in
the previously announced merger agreement under which Imperva has
agreed to be acquired by Thoma Bravo.
During the go-shop period, Imperva and its financial advisor
solicited inquiries relating to alternative acquisition proposals
from 49 potentially interested parties, six of these parties
entered into confidentiality agreements and received access to
non-public information about Imperva. Imperva received one
preliminary non-binding acquisition proposal prior to commencement
of due diligence, which was subsequently withdrawn, and as of the
expiration of the go-shop period there were no acquisition
proposals pending.
Following the expiration of the go-shop period, Imperva became
subject to customary no-shop restrictions that limit its and its
representatives’ ability to solicit alternative acquisition
proposals from third parties, subject to customary “fiduciary out”
provisions.
Imperva continues to expect the transaction to close early in
the first quarter of 2019, subject to approval by Imperva’s
stockholders and regulatory authorities and the satisfaction of
customary closing conditions.
Advisors
Qatalyst Partners is acting as financial advisor to Imperva and
Fenwick & West LLP is serving as Imperva’s legal
advisor.
Forward-Looking Statements
This press release contains forward-looking statements,
including those regarding the anticipated closing date for the
transaction. These forward-looking statements are subject to
material risks and uncertainties that may cause actual results to
differ substantially from expectations. Investors should consider
important risk factors, which include that the transaction may not
close and the other risks detailed under the caption “Risk Factors”
in our Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission, or the SEC, on November 5, 2018; and the other
risks detailed in our other SEC filings. You can obtain copies of
Imperva’s SEC filings on the SEC’s website at www.sec.gov.
The foregoing information represents Imperva’s expectations as
of the date of this press release, and Imperva undertakes no
obligation to update or revise any forward-looking statements,
whether as a result of new information, new developments or
otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, Imperva, Inc.
(“Imperva”) filed a preliminary proxy statement with the SEC on
November 7, 2018, as subsequently revised on November 13, 2018.
Imperva will file with the SEC any other relevant materials in
connection with the proposed transaction, including Imperva’s
definitive proxy statement. Promptly after filing the definitive
proxy statement, Imperva will mail the definitive proxy statement
and a proxy card to Imperva 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 definitive proxy statement
relating to the transaction when it becomes available.
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.
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Investor Relations Contact InformationSunil
Shah650.832.6852IR@imperva.comSunil.Shah@imperva.com
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