US buyout house Thoma Bravo has agreed the biggest private equity software deal in history with a $12.3bn offer for email protection and cybersecurity business Proofpoint.
Thoma Bravo has agreed a $176 per share all-cash deal, a premium of more than 34% on Proofpoint’s closing share price on April 23, the last day before the deal became public.
The take-private deal includes a 45-day “go-shop” period expiring on June 9, which allows the board and its advisors to actively initiate, solicit and consider alternative acquisition proposals from third parties, and to terminate the deal if a better bid comes in.
Proofpoint chairman and CEO Gary Steele 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.
“We have made tremendous strides in expanding the sophistication and scale of our offerings, and in 2020 we generated more than $1bn in annual revenue – making Proofpoint the first SaaS-based cybersecurity and compliance company to reach that milestone.
“We believe that as a private company, we can be even more agile with greater flexibility to continue investing in innovation, building on our leadership position and staying ahead of threat actors.
“Thoma Bravo is an experienced software investor, providing capital and strategic support to technology organizations, and our partnership will accelerate Proofpoint’s growth and scale at an even faster pace.”
Thoma Bravo partner Chip Virnig added, “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.
“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.”
The buyout is the latest in a string of deals made by Thoma Bravo over the last few weeks.
Last month the firm made a strategic growth investment in visual test automation specialist Applitools, agreed to buy customer service and support software business Calabrio from fellow buyout major KKR, and picked up Calypso Technology from fellow PE house Bridgepoint and growth investor Summit Partners in a $3.65bn deal.
Thoma Bravo raised $22.8bn across three tech-focused funds in October last year, in one of the largest private equity fundraising hauls ever.
The money was divided across the Thoma Bravo Flagship Fund XIV, the Thoma Bravo Discover Fund III, and the Thoma Bravo Discover Fund III, which received $17.8bn, $3.9bn and $1.1bn respectively.
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