Private equity firm Thoma Bravo agreed to buy Sophos Group Plc for $3.8 billion.
The board of directors of a Surf Buyer Limited ("Bidco") - a newly incorporated company formed on behalf of funds managed and/or advised by Thoma Bravo - and the board of directors of Sophos Group plc have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of Sopho. The Acquisition will be implemented by way of a scheme of arrangement.
Thoma Bravo offered $7.40 in cash for each share of the cybersecurity firm, or 583 pence per share, a premium of 37.1% to the closing price at the end of trading Friday.
The offer values Sophos at $3.8 billion, making it one of the largest take-private U.K. tech deals in recent years.
Thoma Bravo, LLC believes that the acquisition of Sophos represents an attractive opportunity to increase its exposure to the large and growing cybersecurity market. Sophos is a global leader in cybersecurity solutions spanning endpoint, next-generation firewall, cloud security, server security, managed threat response, and more.
Thoma Bravo is a leading private equity investment firm that has been providing equity and strategic support to experienced management teams, building growing companies for nearly 40 years. Thoma Bravo currently manages a series of private equity funds representing more than $35 billion of capital commitments. In the software industry, Thoma Bravo is one of the most active private equity firms, having completed more than 200 acquisitions representing over $50 billion in aggregate enterprise value.
Commenting on the acquisition, Peter Gyenes, Chairman of Sophos said:
"It is the view of the Sophos Board that this is a compelling offer for Sophos shareholders which secures the delivery of future value for shareholders today. Thoma Bravo has deep sector expertise in cybersecurity software as well as a long and successful track record of partnering with and investing in its portfolio companies to support long-term growth and success. Under Thoma Bravo's ownership we expect Sophos to accelerate its evolution and leadership in next-generation cybersecurity. The Sophos Board believes that this recommended offer delivers a significant opportunity for all stakeholders - our shareholders, customers, partners, and employees."