Proofpoint shareholders approve Thoma Bravo acquisition
Proofpoint shareholders will receive $ 176.00 per share in cash
SUNNYVALE, Calif. And SAN FRANCISCO, July 23, 2021 (GLOBE NEWSWIRE) – Proofpoint, Inc. (NASDAQ: PFPT) (the “Company”), a leading cybersecurity and compliance company, today announced that its shareholders voted to approve the acquisition of Proofpoint by Thoma Bravo, a leading software investment company.
Gary Steele, President and CEO of Proofpoint, said, “On behalf of the Proofpoint Board of Directors, I would like to thank our shareholders for their support of this transaction. Today’s vote is an important step in becoming a private company, and we look forward to delivering superior cash value to our shareholders once the transaction is completed.
The final results of the vote will be reported in a current report on Form 8-K which will be filed with the Securities and Exchange Commission early next week, after certification by Proofpoint’s election inspector.
Pursuant to the merger agreement announced on April 26, 2021, Proofpoint shareholders will receive $ 176.00 in cash for each Proofpoint common share they own. The transaction remains on track to be finalized in the third quarter of 2021, subject to customary closing conditions, including receipt of regulatory approvals. Upon closing of the transaction, the common shares of Proofpoint will no longer be listed on any public market.
About Proofpoint, Inc.
Proofpoint, Inc. (NASDAQ: PFPT) is a leading cybersecurity and compliance company that protects organizations’ greatest assets and greatest risks – their people. With an integrated suite of cloud-based solutions, Proofpoint helps businesses around the world stop targeted threats, protect their data, and make their users more resilient against cyber attacks. Leading organizations of all sizes, including more than half of Fortune 1000 companies, trust Proofpoint for people-centric security and compliance solutions that mitigate their most critical risks in email, cloud , social networks and the web. More information is available at www.proofpoint.com.
Proofpoint is a trademark or registered trademark of Proofpoint, Inc. in the United States and other countries. All other trademarks contained herein are the property of their respective owners.
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About Thoma Bravo
Thoma Bravo is one of the largest private equity firms in the world, with more than $ 78 billion in assets under management as of March 31, 2021. The company invests in innovative and growth-oriented companies operating in the sectors software and technology. Leveraging the company’s in-depth industry expertise and proven strategic and operational capabilities, Thoma Bravo works with its portfolio companies to implement operational best practices, drive growth initiatives and complete accretive acquisitions aimed at accelerate revenues and profits. Over the past 20 years, the company has acquired more than 300 companies representing more than $ 85 billion in enterprise value. The company has offices in Chicago, Miami and San Francisco. For more information visit thomabravo.com.
Caution Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Proofpoint’s current expectations, estimates and projections regarding the expected closing date of the proposed transaction and the potential benefits thereof, its business and industry, the beliefs of management and certain assumptions made by Proofpoint and Thoma Bravo, all of which are subject to change. In this context, forward-looking statements often deal with expected future business and financial performance and financial condition, and often contain words such as “expect”, “anticipate”, “intend”, “plan”, “Believe”, “could”, “seek”, “see”, “will”, “could”, “could”, “could”, “potentially”, “estimate”, “continue”, “expect” , “Target”, similar expressions or negatives of these words or any other comparable terminology which expresses the uncertainty of future events or results. All forward-looking statements, by their nature, deal with matters involving risks and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements regarding the completion of the proposed transaction and the expected benefits of it. These and other forward-looking statements, including failure to complete the proposed transaction or making or taking any deposits or other actions required to complete the transaction in a timely manner or not at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in forward-looking statements. Accordingly, there are or will be significant factors which could cause actual results to differ materially from those shown in such statements and, accordingly, you should not place undue reliance on such statements and you should exercise caution when you rely on forward-looking statements. Significant risk factors that could cause such a difference include, but are not limited to: (i) completion of the proposed transaction on schedule and terms, including obtaining shareholder and regulatory approvals, expected tax treatment, unforeseen liabilities, future capital expenditures, income, expenses, profits, synergies, economic performance, indebtedness, financial position, losses, future prospects, business and management strategies for management, expansion and the growth of Proofpoint’s business and other conditions until the transaction is completed; (ii) the impact of the COVID-19 pandemic on the business and general economic conditions of Proofpoint; (iii) the ability of Proofpoint to implement its business strategy; (iv) the significant transaction costs associated with the proposed transaction; (v) potential disputes relating to the proposed transaction; (vi) the risk that disruptions to the proposed transaction will adversely affect Proofpoint’s business, including current plans and operations; (vii) Proofpoint’s ability to retain and hire key personnel; (viii) potential adverse effects or changes in business relationships resulting from the announcement or completion of the proposed transaction; (ix) legislative, regulatory and economic developments affecting Proofpoint’s activities; (x) general economic and market developments and conditions; (xi) changes in the legal, regulatory and tax regimes under which Proofpoint operates; (xii) potential business uncertainty, including changes in existing business relationships, during the life of the merger that could affect Proofpoint’s financial performance; (xiii) restrictions during the life of the proposed transaction that may impact Proofpoint’s ability to pursue certain business opportunities or strategic transactions; and (xiv) the unpredictability and severity of catastrophic events, including, but not limited to acts of terrorism or the outbreak of war or hostilities, as well as Proofpoint’s response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed transaction, are further discussed in the proxy statement filed with the United States Securities and Exchange Commission in connection with the proposed transaction. While the list of factors presented here and the list of factors presented in the proxy statement are believed to be representative, no such list should be construed as a complete statement of all potential risks and uncertainties. Factors not listed may present additional material barriers to making forward-looking statements. The consequences of material differences in results from those anticipated in forward-looking statements could include, among others, business interruption, operational problems, financial losses, legal liability to third parties and similar risks, all of which could. have a material adverse effect on the financial condition, results of operations or liquidity of Proofpoint. Proofpoint assumes no obligation to publicly provide revisions or updates to any forward-looking statement, whether as a result of new information, future developments or otherwise, if circumstances change, except as otherwise required by securities laws and other applicable laws.
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