Proofpoint has entered into an agreement with Thoma Bravo that will see the cybersecurity company become a wholly owned entity of the private equity firm.
Thoma Bravo has agreed to spend around $12.3 billion on the acquisition.
Under the terms of the all-cash agreement, Proofpoint shareholders will receive $176 per share. The company said this represents a premium of approximately 34% over Proofpoint's closing share price on 23 April 2021.
"Upon completion of the transaction, Proofpoint will become a private company with the flexibility and resources to continue providing the most effective cybersecurity and compliance solutions to protect people and organisations around the world," the company said in a statement.
"Additionally, Proofpoint will benefit from the operating capabilities, capital support, and deep sector expertise of Thoma Bravo -- one of the most experienced and successful software investors in the world."
Thoma Bravo is no stranger to the tech market. The firm has acquired a sizable portfolio of technology brands, including Qlik, Flexera, Riverbed, Blue Coat, and Barracuda Networks. Thoma Bravo has also built a portfolio of security brands with the acquisitions of Sophos, Veracode, ConnectWise, and Imperva, as well as automotive software company Autodata.
Last month, Thoma Bravo announced it was adding data integration provider Talend for $2.4 billion. Talend, which went public in 2016, said the deal will position the company for long-term growth and provide the necessary capital and resources to execute its market strategy.
In 2020, Proofpoint generated more than $1 billion in annual revenue, a milestone the company's chairman and CEO Gary Steele said made it the first SaaS-based cybersecurity and compliance company to do so.
"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," Steele said.
See also: Proofpoint sues Facebook to get permission to use lookalike domains for phishing tests
Proofpoint's board of directors unanimously approved the agreement.
The agreement includes a 45-day "go-shop" period expiring on 9 June 2021, which allows the board and its advisors to actively initiate, solicit, and consider alternative acquisition proposals from third parties, Proofpoint said.
The transaction is expected to close in the third quarter of 2021, subject to customary closing conditions, including approval by Proofpoint shareholders and receipt of regulatory approvals.
Proofpoint will also continue to be headquartered in Sunnyvale, California.
The announcement was made on the same day the company's first quarter results were released.
Net loss for the three months to March 31 was $45.3 million. Total revenue for the first quarter of 2021 was $287.8 million, an increase of 15%, compared to the $249.8 million reported for the first quarter of 2020.
GAAP gross profit for the first quarter of 2021 was $214.3 million, up from the $180.8 million reported a year prior. Non-GAAP gross profit was $232 million.