SailPoint stockholders to receive $65.25 per
share in cash
Deal price represents a 48% premium to the
90-day VWAP
SailPoint to become a privately held company
upon completion of the transaction
SailPoint Technologies Holdings, Inc. (NYSE: SAIL), the leader
in enterprise identity security, today announced that it 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.
About SailPoint
SailPoint is the leader in identity security for the modern
enterprise. Harnessing the power of AI and machine learning,
SailPoint automates the management and control of access,
delivering only the required access to the right identities and
technology resources at the right time. Our sophisticated identity
platform seamlessly integrates with existing systems and workflows,
providing the singular view into all identities and their access.
We meet customers where they are with an intelligent identity
solution that matches the scale, velocity and environmental needs
of the modern enterprise. SailPoint empowers the most complex
enterprises worldwide to build a security foundation grounded in
identity security.
About Thoma Bravo
Thoma Bravo is one of the largest private equity firms in the
world, with more than $103 billion in assets under management as of
December 31, 2021. The firm invests in growth-oriented, innovative
companies operating in the software and technology sectors.
Leveraging the firm’s deep sector expertise and proven strategic
and operational capabilities, Thoma Bravo collaborates with its
portfolio companies to implement operating best practices, drive
growth initiatives and make accretive acquisitions intended to
accelerate revenue and earnings. Over the past 20 years, the firm
has acquired or invested in more than 375 companies representing
over $190 billion in enterprise value. The firm has offices in
Chicago, Miami and San Francisco. For more information, visit
www.thomabravo.com.
Important Information and Where to Find It
In connection with the proposed transaction between SailPoint
and Thoma Bravo, SailPoint will file with the SEC a Proxy
Statement, the definitive version of which will be sent or provided
to SailPoint stockholders. SailPoint may also file other documents
with the SEC regarding the proposed transaction. This document is
not a substitute for the Proxy Statement or any other document
which SailPoint may file with the SEC. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED
MATTERS. Investors and security holders may obtain free copies of
the Proxy Statement (when it is available) and other documents that
are filed or will be filed with the SEC by SailPoint through the
website maintained by the SEC at www.sec.gov, SailPoint’s investor
relations website at https://investors.sailpoint.com/ or by
contacting the SailPoint investor relations department at the
following: investor@sailpoint.com
Participants in the Solicitation
SailPoint and certain of its directors and executive officers
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding
SailPoint’s directors and executive officers, including a
description of their direct interests, by security holdings or
otherwise, is contained in SailPoint’s proxy statement for its 2022
annual meeting of stockholders, which was filed with the SEC on
March 18, 2022. SailPoint stockholders may obtain additional
information regarding the direct and indirect interests of the
participants in the solicitation of proxies in connection with the
proposed transaction, including the interests of SailPoint
directors and executive officers in the transaction, which may be
different than those of SailPoint stockholders generally, by
reading the Proxy Statement and any other relevant documents that
are filed or will be filed with the SEC relating to the
transaction. You may obtain free copies of these documents using
the sources indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
This press release may contain “forward-looking statements”
within the meaning of the federal securities laws, including
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Exchange Act. These forward-looking statements are based
on SailPoint’s current expectations, estimates and projections
about the expected date of closing of the proposed transaction and
the potential benefits thereof, its business and industry,
management’s beliefs and certain assumptions made by SailPoint and
Thoma Bravo, all of which are subject to change. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“potentially,” “estimate,” “continue,” “expect,” “target,” similar
expressions or the negatives of these words or other comparable
terminology that convey uncertainty of future events or outcomes.
All forward-looking statements by their nature address matters that
involve risks and uncertainties, many of which are beyond our
control, and are not guarantees of future results, such as
statements about the consummation of the proposed transaction and
the anticipated benefits thereof. These and other forward-looking
statements, including the failure to consummate the proposed
transaction or to make or take any filing or other action required
to consummate the transaction on a timely matter or at all, are not
guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements. Accordingly, there are or will be important factors
that could cause actual results to differ materially from those
indicated in such statements and, therefore, you should not place
undue reliance on any such statements and caution must be exercised
in relying on forward-looking statements. Important risk factors
that may cause such a difference include, but are not limited to:
(i) the completion of the proposed transaction on anticipated terms
and timing, including obtaining shareholder and regulatory
approvals, anticipated tax treatment, unforeseen liabilities,
future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies for
the management, expansion and growth of SailPoint’s business and
other conditions to the completion of the transaction; (ii) the
impact of the COVID-19 pandemic on SailPoint’s business and general
economic conditions; (iii) SailPoint’s ability to implement its
business strategy; (iv) significant transaction costs associated
with the proposed transaction; (v) potential litigation relating to
the proposed transaction; (vi) the risk that disruptions from the
proposed transaction will harm SailPoint’s business, including
current plans and operations; (vii) the ability of SailPoint to
retain and hire key personnel; (viii) potential adverse reactions
or changes to business relationships resulting from the
announcement or completion of the proposed transaction; (ix)
legislative, regulatory and economic developments affecting
SailPoint’s business; (x) general economic and market developments
and conditions; (xi) the evolving legal, regulatory and tax regimes
under which SailPoint operates; (xii) potential business
uncertainty, including changes to existing business relationships,
during the pendency of the merger that could affect SailPoint’s
financial performance; (xiii) restrictions during the pendency of
the proposed transaction that may impact SailPoint’s ability to
pursue certain business opportunities or strategic transactions;
and (xiv) unpredictability and severity of catastrophic events,
including, but not limited to, acts of terrorism or outbreak of war
or hostilities, as well as SailPoint’s response to any of the
aforementioned factors. These risks, as well as other risks
associated with the proposed transaction, are more fully discussed
in the Proxy Statement to be filed with the SEC in connection with
the proposed transaction. While the list of factors presented here
is, and the list of factors presented in the Proxy Statement will
be, considered representative, no such list should be considered to
be a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks, any of which
could have a material adverse effect on SailPoint’s financial
condition, results of operations, or liquidity. SailPoint does not
assume any obligation to publicly provide revisions or updates to
any forward-looking statements, whether as a result of new
information, future developments or otherwise, should circumstances
change, except as otherwise required by securities and other
applicable laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220411005302/en/
Investor Relations ICR for SailPoint Brian Denyeau,
512-664-8916 investor@sailpoint.com
Media Relations for SailPoint Jessica Sutera VP,
Corporate Marketing, 978-793-0085 Jessica.sutera@sailpoint.com
Natalie Reina Sr. PR & Corp Comms Manager, 956-878-9176
Natalie.reina@sailpoint.com
Media Relations for Thoma Bravo Megan Frank Thoma Bravo
Communications mfrank@thomabravo.com (212) 731-4778
Abigail Farr Finsbury Glover Hering abigail.farr@fgh.com (646)
957-2067
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