Proofpoint Stockholders Approve $12.3B Thoma Bravo Acquisition

Values the cybersecurity and compliance company at 8.3x EV/Revenue

eResearch│Shareholders of Proofpoint, Inc. (NASDAQ: PFPT), a leading cybersecurity and compliance company, approved the $12.3 billion all-cash acquisition offer from Thoma Bravo LLC, a private equity investment firm focused on enterprise software and technology.

Proofpoint logoAccording to the terms of the acquisition announced in April 2021, Proofpoint shareholders will get $176 in cash for each share of common stock they own, representing a premium of approximately 34% over the company’s closing share price on April 23, 2021.

The transaction is expected to take place in the third quarter of 2021, subject to customary closing conditions and regulatory approvals and values Proofpoint at 8.3 times enterprise value (EV) to the analysts’ consensus revenue estimate for 2021.

Gary Steele, Chairman and CEO of Proofpoint, thanked stockholders for their support on behalf of the Proofpoint Board of Directors and said,

“Today’s vote represents an important milestone towards becoming a private company, and we look forward to delivering premium cash value to our stockholders once the transaction closes.”

According to Mr. Steele, the acquisition will provide Proofpoint with more agility and flexibility to keep investing in innovation, build on its leadership position, and stay ahead of threat actors.

Proofpoint plans to benefit from the operating capabilities, capital support, and deep sector expertise of Thoma Bravo.

This transaction might kick off a massive M&A spree in the software and cybersecurity space as large companies look to consolidate in the space.

Thoma BravoProofpoint is a cybersecurity and compliance company based in Sunnyvale, California. The company offers people-centric security and compliance platforms to provide data security and protection against targeted cyber threats on various channels including email, web, cloud, social media, and mobile messaging. More than half of the Fortune 1000 companies use Proofpoint’s data safety and cyber threat protection software.

In 2020, Proofpoint booked sales of $1.05 billion with $264.5 million in Cash Flow from Operations but lost $163.8 million.

Thoma Bravo is a private equity investment firm that provides enterprise software and technology solutions to businesses. It has more than $78 billion in assets under management and over the past 20 years, has acquired over 300 companies, representing over $85 billion in enterprise value.

Cybersecurity Market

According to Allied Market Research, the cybersecurity market was valued at $149.67 billion in 2020 and is expected to reach $304.91 billion by 2027, growing annually at 9.4%. The banking, financial services, and insurance (BFSI) segment have been dominating the overall cybersecurity market share, and the trend is prospected to remain the same during the forecast period. Due to the growing need to monitoring external and in-house threats in enterprises, the services and cloud segment are also prospected to grow at a rapid pace.

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About Chris Thompson 352 Articles
Chris Thompson is the President and Director of Equity Research at eResearch. He is a Professional Engineer and CFA Charterholder with a MBA in Investment Management and over 15 years of experience in software development, FinTech, telecommunications, and information technology. For the past 10 years, he has worked in the Capital Markets in Equity Research, M&A Investment Banking and Consulting in various sectors.