MCLEAN, Va. and NEW YORK, Nov. 6,
2017 /PRNewswire/ -- Cyren (NASDAQ: CYRN), a global
Internet Security-as-a-Service provider, and Warburg Pincus, a
global private equity firm focused on growth investing, today
jointly announced that an entity controlled by funds affiliated
with Warburg Pincus has acquired from Cyren approximately 10.6
million shares for $1.85 per share,
representing gross proceeds of approximately $19.6 million to Cyren. As a result of the
investment, Warburg Pincus owns approximately 21.3% of Cyren's
outstanding shares. Warburg Pincus has also announced its intention
to commence in the coming few weeks a "Special Tender Offer"
pursuant to Israeli law to increase its ownership in Cyren, up to a
maximum of 75% of Cyren's shares (assuming the exercise of
"in-the-money" options and conversion of Cyren's convertible
notes). Cyren's board of directors resolved to recommend in favor
of shareholders tendering their shares in the offer, subject to the
terms of the purchase agreement between Cyren and Warburg
Pincus.
"We are honored to receive this investment from Warburg Pincus,
one of the world's largest and most successful private equity
growth funds," said Lior Samuelson,
Cyren's Chairman and CEO. "Warburg Pincus truly understands
Cyren's vision for revolutionizing the cloud security market, and
we feel that their financial and operational support will help
accelerate Cyren's growth plans."
"The cloud-based security market is large and growing, and
enterprise customers are looking for companies that can provide
them with a full portfolio of solutions," commented Cary Davis, Managing Director, Warburg
Pincus. "Lior and the Cyren team have established the company
as a leading platform to provide those cloud-based solutions, and
we look forward to our partnership together." Warburg Pincus
is an active investor in the cybersecurity sector, with current
investments including CrowdStrike, the leader in cloud-delivered
next-generation endpoint protection; eSentire, the largest
pure-play managed detection and response (MDR) provider; and
Zimperium, the global leader in mobile security.
Warburg Pincus will offer to purchase up to approximately 31.5
million shares at $2.50 per share in
cash. If more than the maximum number of shares offered to be
purchased in the offer are tendered, Warburg Pincus will purchase
shares on a pro rata basis. On November 6, 2017, the last trading day before
Warburg Pincus announced its intention to launch the offer, the
closing sale price of Cyren shares was $1.65 on Nasdaq and NIS
5.998 on the Tel Aviv Stock Exchange ($1.71 based on an exchange rate of NIS 3.513 per United
States dollar as of November 6,
2017). The offer will be open to all Cyren shareholders who
wish to tender their shares.
If the special tender is successful, under Israeli law, Warburg
Pincus will be prohibited from launching another special tender
offer for 12 months. The complete terms and conditions of the
offer, including important U.S. and Israeli income and withholding
tax considerations relating to the offer and the conditions to the
tender offer, will be contained in the Offer to Purchase to be
included as an exhibit to the Tender Offer Statement on Schedule TO
which will be filed with the U.S. Securities and Exchange
Commission (SEC) and with the Israeli Securities Authority (ISA)
when the offer is commenced.
In connection with the private placement, Warburg Pincus will be
entitled to designate two directors to Cyren's board of directors,
and will have the opportunity to nominate additional board members
in proportion with its ownership following completion of the tender
offer.
Cyren will discuss the strategic investment during its third
quarter earnings call which is scheduled for Monday, November 13 at 10
a.m. Eastern Time (5 p.m.
Israel Time). Cyren will not be able to comment on the special
tender offer until relevant filings have been made.
About Cyren
More than 1.3 billion users around the world rely on Cyren's
100% cloud internet security solutions to protect them against
cyber attacks and data loss every day. Powered by the world's
largest security cloud, Cyren (NASDAQ and TASE: CYRN) delivers fast
time to protection from cyber threats with award-winning
Security-as-a-Service for web, email, sandboxing, and DNS for
enterprises, and embedded threat intelligence solutions for
security vendors and service providers. Customers like Google,
Microsoft and Check Point are just a few of the businesses that
depend on Cyren every day to power their security. Learn more at
www.cyren.com.
About Warburg Pincus
Warburg Pincus LLC is a leading global private equity firm
focused on growth investing. The firm has more than US$44 billion in private equity assets under
management. The firm's active portfolio of more than 150 companies
is highly diversified by stage, sector, and geography. Warburg
Pincus is an experienced partner to management teams seeking to
build durable companies with sustainable value. Founded in 1966,
Warburg Pincus has raised 16 private equity funds which have
invested more than US$60 billion in
over 800 companies in more than 40 countries.
The firm is headquartered in New
York with offices in Amsterdam, Beijing, Hong
Kong, London, Luxembourg, Mumbai, Mauritius, San
Francisco, São Paulo, Shanghai, and Singapore. For more information, please visit
www.warburgpincus.com.
Forward-Looking Statements
This press release contains forward-looking statements,
including projections about the company's business. For example,
statements in the future tense, and statements including words such
as "expect," "plan," "estimate," "anticipate," or "believe" are
forward-looking statements. These statements are based on
information available at the time of the press release and the
company assumes no obligation to update any of them (except as
required by law). The statements in this press release are not
guarantees of future performance and actual results could differ
materially from current expectations as a result of numerous
factors, including uncertainties as to the ability to successfully
complete the offer in accordance with its terms and in accordance
with expected schedule, the possibility that various closing
conditions for the acquisition may not be satisfied or waived, or
that a governmental entity may prohibit or refuse to grant any
approval required for the consummation of the offer, business
conditions and growth or deterioration in the internet security
market, technological developments, products offered by
competitors, availability of qualified staff, and technological
difficulties and resource constraints encountered in developing new
products, as well as those risks described in the company's Annual
Reports on Form 20-F and reports on Form 6-K, which are available
through www.sec.gov.
Important Information about the Tender Offer
The description contained in this press release is neither an
offer to purchase nor a solicitation of an offer to sell
securities. The planned tender offer described in this press
release has not commenced. At the time the planned tender offer is
commenced, a tender offer statement on Schedule TO will be filed by
Warburg Pincus with the SEC, and Cyren will file a
solicitation/recommendation statement on Schedule 14D-9, with
respect to the planned tender offer. The tender offer statement
(including an offer to purchase, a related letter of transmittal
and other tender offer documents) and the
solicitation/recommendation statement will contain important
information that should be read carefully before making any
decision to tender securities in the planned tender offer. Those
materials will be made available to Cyren's stockholders at no
expense to them. In addition, all of those materials (and all other
tender offer documents filed with the SEC) will be made available
at no charge on the SEC's website at www.sec.gov.
Blog: blog.cyren.com
Facebook: www.facebook.com/CyrenWeb
LinkedIn: www.linkedin.com/company/cyren
Twitter: www.twitter.com/CyrenInc or twitter.com/cyren_ir
Cyren Contact:
Mike
Myshrall,
CFO
+1.703.760.3320
mike.myshrall@cyren.com
Warburg Pincus Contact:
Mary Zimmerman
+1.212.878.9207
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SOURCE Cyren