Thoma Bravo announces a cash offer to acquire cybersecurity leader Darktrace for about $5 Bn, ETCIO SEA
Thoma Bravo, a leading software investment firm, recently announced it has reached an agreement with the Board of Directors at Darktrace, a global leader in cybersecurity artificial intelligence, on the terms of an all-cash acquisition of the entire issued, and to be issued, ordinary share capital of Darktrace.
The offer represents a premium of 20% over Darktrace’s closing share price of 517 pence, which is the last trading day prior to the announcement, 148.1% to the IPO price of 250 pence per Darktrace Share on 30 April 2021; and 44.3% to the volume-weighted average price of 429.9 pence per Darktrace Share for the three-month period ended 25 April 2024 (being the last Business Day before the date of this announcement). The Acquisition implies an enterprise value of approximately $4,992 million, a multiple of approximately 34 times Darktrace’s Adjusted EBITDA for the twelve months ended 31 December 2023 of $146 million.
Darktrace, a company listed on the Main Market of the London Stock Exchange, is a global leader in cybersecurity artificial intelligence. Thoma Bravo recognises that Darktrace is a pioneer in using self-learning artificial intelligence to neutralise cyber threats and automate responses to cyber incidents, leveraging its long-standing research and development expertise. Rather than study historic attacks, Darktrace’s technology continuously learns and updates its knowledge of an organisation’s business data and applies that understanding to help transform security operations to a state of proactive cyber resilience. As a result, Darktrace has become a leader in cybersecurity artificial intelligence now providing a full lifecycle approach to cybersecurity enabling its 9,400 customers to identify, stop and respond to all known and unknown threats, across all aspects of an organisation’s cybersecurity tools.
Andrew Almeida, A Partner at Thoma Bravo, said:
“Darktrace is at the very cutting edge of cybersecurity technology, and we have long been admirers of its platform and capability in artificial intelligence. The pace of innovation in cybersecurity is accelerating in response to cyber threats that are simultaneously complex, global and sophisticated. Darktrace is driven by a culture of innovation and we are excited by the opportunity to work alongside Darktrace’s team and accelerate its development into a scaled, global leader, further strengthening its capability and offer to customers. Thoma Bravo has been investing exclusively in software for over twenty years and we will bring to bear the full range of our platform, operational expertise and deep experience of cybersecurity in supporting Darktrace’s growth.”
Kirkland & Ellis International LLP is acting as legal adviser to Bidco and Thoma Bravo, L.P. Goldman Sachs International and Goldman Sachs & Co. LLC are acting as financial adviser to Bidco and Thoma Bravo, L.P.
