|
Thoma Bravo Buys
SailPoint for $6.9B
April 11, 2022
 SailPoint
Technologies has entered into a definitive agreement to be acquired by
Thoma Bravo, a leading software investment firm, in an all-cash
transaction that values SailPoint at approximately $6.9 billion.
Subject to the terms of the Agreement, SailPoint stockholders will
receive $65.25 per share in cash, representing a premium of 48% to
SailPoint’s 90-day volume-weighted average price (VWAP). Upon completion
of the transaction, SailPoint will become a privately held company with
the flexibility and resources to continue providing industry-leading
identity security solutions to modern enterprises around the world.
Additionally, SailPoint will benefit from the operating capabilities,
capital support, and deep software expertise of Thoma Bravo.
“Identity security is core to cyber security and businesses have
realized that to fuel business growth and success, they must start with
identity as the foundation for secure business transformation. We've
experienced rapid growth and see a tremendous opportunity ahead of us to
continue to set the pace in the identity security market as the category
leader,” said Mark McClain, CEO and Founder, SailPoint. “This
transaction delivers significant immediate cash value to our
stockholders and maximizes the value of their shares. The transaction
will also allow us to pursue our long-term growth trajectory with
greater flexibility and effectiveness to support our customers, expand
our markets, and accelerate innovation in identity security with the
backing of a strong financial partner with deep sector expertise. Thoma
Bravo’s belief in our vision for identity security aligns strongly with
our desire to accelerate and extend our leadership for years to come.”
“SailPoint is ideally positioned to capitalize on the large and growing
demand from modern enterprises for robust identity security solutions
that secure their business and reduce risk,” said Seth Boro, a Managing
Partner at Thoma Bravo. “Their market-leading identity security platform
provides the autonomous and intelligent approach that the market
requires today, especially among larger enterprises and as hybrid
working becomes more common. We look forward to partnering with Mark and
his talented team to drive SailPoint’s next chapter of growth.”
“SailPoint is the clear leader in providing trusted identity security to
the most well-respected global brands,” said Andrew Almeida, a Partner
at Thoma Bravo. “As digital transformation becomes imperative for
enterprises of all sizes to remain competitive, SailPoint’s innovative
products provide the foundation for a robust security infrastructure
that keeps employees and sensitive information safe. We are excited to
leverage Thoma Bravo’s deep software and operational capabilities to
support SailPoint’s mission to be the de facto identity security
platform player of choice.”
Thoma Bravo has deep expertise in growing industry-leading software
brands like SailPoint who are poised for significant growth and market
leadership. SailPoint brings a rich heritage in identity security and a
deep-seated commitment to driving innovation at a pace that the market
demands today. Thoma Bravo’s operational and financial resources
combined with SailPoint’s focus on driving consistent innovation that
delivers sustained customer success will set SailPoint on a path for
sustained long-term growth.
Transaction Details
 A
Special Committee of the Board of Directors of SailPoint has unanimously
recommended, and following that recommendation, the Board has
unanimously approved, the agreement with Thoma Bravo, and the Board
unanimously recommends that SailPoint stockholders vote in favor of the
transaction at the Special Meeting of Shareholders to be called in
connection with the transaction.
The agreement includes a “go-shop” period expiring at 11:59 p.m. Eastern
time on May 16, 2022, which allows the Board and its advisors to
actively initiate, solicit and consider alternative acquisition
proposals from third parties. The Board will have the right to terminate
the merger agreement to enter into a superior proposal subject to the
terms and conditions of the merger agreement. There can be no assurance
that this “go-shop” will result in a superior proposal, and SailPoint
does not intend to disclose developments with respect to the
solicitation process unless and until it determines such disclosure is
appropriate or otherwise required.
The transaction is expected to close in the second half of 2022, subject
to customary closing conditions, including approval by SailPoint
stockholders and receipt of regulatory approvals. Upon closing of the
transaction, SailPoint’s common stock will no longer be listed on any
public market. The Company will continue to be headquartered in Austin,
Texas. Financing for the transaction is being provided by Golub Capital,
Blackstone Credit and Owl Rock Capital.
Advisors
Morgan Stanley & Co. LLC is serving as financial advisor and Goodwin
Procter LLP is serving as legal counsel to SailPoint. Kirkland & Ellis
LLP is serving as legal counsel to Thoma Bravo.
|
