Proofpoint shareholders will receive $176 in cash for each outstanding share, a 33.55% premium to its Friday closing price, in a deal that will see it taken off the Nasdaq and mark the second take-private deal from Thoma Bravo this year, following the $11.1 billion deal for app software group ironSource through Thoma Bravo Advantage (TBA) - Get Thoma Bravo Advantage Class A Report, a special purpose acquisition company, or SPAC, that went public in January.
The Proofpoint deal, which values the group at $12.3 billion, also includes a 45-day 'Go Shop" period that will expire on June 9.
“Proofpoint has established itself as a true powerhouse in the cybersecurity sector due to its innovative suite of market-leading products and impressive customer base of leading companies around the world,” said Thomas Bravo partner Chip Virnig. “As the sophistication of cyberattacks continues to increase, Proofpoint is delivering the most effective solutions to help organizations protect their data and people across digital platforms."
"We look forward to partnering with the talented Proofpoint team and leveraging Thoma Bravo’s significant security and operational expertise to help accelerate the Company’s growth,” he added.
Proofpoint shares, which were briefly halted by the Nasdaq on Monday, surged 31.7% in early trading following news of the takeover to change hands at $173.60
"This was a smart move for Proofpoint to take this very attractive offer and premium as the investment community continued to undervalue this core asset in the market and thus PFPT finally hit the bid," said Wedbush analyst Dan Ives. "In this cybersecurity arms race and with $500 billion of dry powder among PE/financial buyers and strategic players we expect a massive M&A spree in the software and cybersecurity space over the next 12 to 18 months.
"While the Street has been worried about rotation fears and a 30 bps move on the 10-year, tech stocks have languished so far this year and created golden opportunities for M&A by strategic and financial buyers," he added.
The Sunnyvale, California-based group also reported first-quarter non-GAAP earnings of 49 cents per share, 9 cents ahead of Street forecasts, on sales of $287.8 million.