CAMPBELL, Calif., Nov. 27, 2017 /PRNewswire/ -- Barracuda Networks,
Inc. (NYSE: CUDA), a leading provider of cloud-enabled security and
data protection solutions, today announced that it has entered into
an agreement to be acquired by leading private equity investment
firm Thoma Bravo, LLC. in an all-cash transaction valued at
$1.6 billion.
Barracuda shareholders of record will receive $27.55 in cash for each share of Barracuda common
stock they hold. This price exceeds Barracuda's 52-week high and
represents a premium of 22.5 percent to the Company's 10-day
average stock price prior to Nov. 27,
2017, of $22.49. Barracuda's
Board of Directors unanimously approved the agreement, and believes
the transaction maximizes shareholder value. Upon the close of the
transaction, Barracuda will operate as a privately-held company
with a continued focus on email security and management, network
and application security, and data protection solutions that can be
deployed in cloud and hybrid environments.
"We believe the proposed transaction offers an opportunity for
us to accelerate our growth with our industry-leading security
platform that's purpose-built for highly distributed, diverse cloud
and hybrid environments. We will continue Barracuda's tradition of
delivering easy-to-use, full-featured solutions that can be
deployed in the way that makes sense for our customers," said BJ
Jenkins, chief executive officer of Barracuda. "Thoma Bravo has an
excellent history of investing in growing security businesses, and
this transaction speaks to the value and strength of Barracuda's
security platform, which helps customers protect and manage their
networks, applications, and data. I expect that our employees,
customers, and partners will benefit from this partnership."
"Barracuda is a proven industry leader, consistently bringing
powerful, comprehensive solutions to customers in an increasingly
prevalent, hostile, and complex threat environment," said
Seth Boro, a managing partner at
Thoma Bravo. "We believe that Barracuda is at the forefront of
innovation in several highly strategic areas of the cybersecurity
market and are excited to be the company's partner in the next
phase of its growth."
The proposed transaction is expected to close before Barracuda's
fiscal year end of Feb. 28, 2018, and
is subject to approval by Barracuda's shareholders and regulatory
authorities, and the satisfaction of other customary closing
conditions.
Morgan Stanley & Co. LLC is serving as financial
advisor to Barracuda, and Wilson Sonsini
Goodrich & Rosati, Professional Corporation, is serving
as its legal advisors. Financing for the transaction is being
provided by Goldman Sachs & Co. LLC, Credit Suisse, and UBS
Investment Bank. Goldman Sachs & Co. LLC, Credit Suisse, and
UBS Investment Bank are also serving as financial advisors to Thoma
Bravo, and Kirkland & Ellis LLP is serving as its legal
counsel.
About Barracuda Networks, Inc. (NYSE: CUDA)
Barracuda
simplifies IT with cloud-enabled solutions that empower customers
to protect their networks, applications and data, regardless of
where they reside. These powerful, easy-to-use and affordable
solutions are trusted by more than 150,000 organizations worldwide
and are delivered in appliance, virtual appliance, cloud and hybrid
deployment configurations. Barracuda's customer-centric business
model focuses on delivering high-value, subscription-based IT
solutions that provide end-to-end network and data protection. For
additional information, please visit barracuda.com.
Barracuda Networks, Barracuda, and the Barracuda Networks logo
are registered trademarks of Barracuda Networks, Inc. in the US and
other countries.
About Thoma Bravo, LLC
Thoma Bravo is a leading
private equity investment firm building on a 30+ year history of
providing equity and strategic support to experienced management
teams and growing companies. The firm seeks to create value by
collaborating with company management to improve business
operations, invest in growth initiatives and make accretive
acquisitions. Thoma Bravo invests with a particular focus on
application and infrastructure software and technology enabled
services. The firm currently manages a series of private equity and
debt funds representing more than $17.0
billion of capital commitments. More information about Thoma
Bravo can be found at www.thomabravo.com.
Additional Information and Where to Find It
In
connection with the transaction, the Company will file relevant
materials with the SEC, including a preliminary proxy statement on
Schedule 14A. Promptly after filing its definitive proxy statement
with the Securities and Exchange Commission (the "SEC"), the
Company will mail the definitive proxy statement and a proxy card
to each stockholder entitled to vote at the special meeting
relating to the merger. INVESTORS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN
CONNECTION WITH THE TRANSACTION THAT THE COMPANY WILL FILE WITH THE
SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE TRANSACTION. The definitive
proxy statement, the preliminary proxy statement and other relevant
materials in connection with the transaction (when they become
available), and any other documents filed by the Company with the
SEC, may be obtained free of charge at the SEC's website
(http://www.sec.gov) or at the Company's website
(http://investor.Barracuda.com/) or by writing to the Company's
Secretary at 3175 S. Winchester Blvd, Campbell CA 95008
Participants in the Solicitation
The Company and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the Company's stockholders with
respect to the transaction. Information about the Company's
directors and executive officers and their ownership of Company
Common Stock is set forth in the proxy statement on Schedule 14A
filed with the SEC on June 28, 2017
and the Annual Report on Forms 10-K for the fiscal year ended
February 28, 2017. To the extent the
Company's directors and executive officers' holdings of the
Company's securities have changed since the amounts printed in the
Company's proxy statement, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Information regarding the identity of the potential
participants, and their direct or indirect interests in the
transaction, by security holdings or otherwise, will be set forth
in the proxy statement and other materials to be filed with SEC in
connection with the transaction.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking
statements, including, but not limited to, statements regarding the
potential timing and benefits of a transaction, the value and
effectiveness of Barracuda's products, the introduction and timing
of product enhancements or additional products, Barracuda's growth,
expansion and market leadership and the expected completion and
timing of the acquisition transaction and other information
relating to the transaction, that involve risks, uncertainties,
assumptions and other factors which, if they do not materialize or
prove correct, could cause the actual results to differ materially
from those expressed or implied by such forward-looking statements.
All statements, other than statements of historical fact, are
statements that could be deemed forward-looking statements,
including statements containing the words "predicts," "plan,"
"expects," "focus," "anticipates," "believes," "goal," "target,"
"estimate," "potential," "may," "will," "might," "momentum," "can,"
"could," "seek," and similar words. Barracuda intends all such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in
Section 21E of the Exchange Act and the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially
from those projected in such statements due to various factors,
including, but not limited to, (i) the risk that the
transaction may not be consummated in a timely manner, if at all;
(ii) the risk that the transaction may not be consummated and
that, in certain circumstances, the Company may not be entitled to
a termination fee; (iii) the risk that the definitive merger
agreement may be terminated in circumstances that require the
Company to pay a termination fee; (iv) risks related to the
diversion of management's attention from the Company's ongoing
business operations; (v) risks regarding the failure of the
relevant Thoma Bravo affiliate to obtain the necessary financing to
complete the transaction; (vi) the effect of the announcement
of the transaction on the Company's business relationships
(including, without limitation, customers and suppliers), operating
results and business generally; and (vii) risks related to
obtaining the requisite consents to the transaction, including,
without limitation, the timing (including possible delays) and
receipt of regulatory approvals from various domestic and foreign
governmental entities (including any conditions, limitations or
restrictions placed on these approvals) and the risk that one or
more governmental entities may deny approval. Past performance is
not necessarily indicative of future results. The forward-looking
statements included in this press release represent Barracuda's
views as of the date of this press release. Barracuda anticipates
that subsequent events and developments will cause its views to
change. Barracuda undertakes no intention or obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. These forward-looking
statements should not be relied upon as representing Barracuda's
views as of any date subsequent to the date of this press
release.
Contacts
For Thoma Bravo
Matthew
Gorton
Hiltzik Media Strategies
+1 212-776-1161
mgorton@hstrategies.com
For Barracuda
MC Petermann
+1 404-307-6290
mc@barracuda.com
Maria Riley
+1 415-217-7722
ir@barracuda.com
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SOURCE Barracuda Networks, Inc.