Darktrace agrees to be bought by Thoma Bravo in $5bn deal

Darktrace announced on Friday that the newly-formed Thoma Bravo entity, Luke Bidco, had agreed to acquire it in an all-cash deal.

The FTSE 250 cybersecurity specialist said under the terms of the deal, each Darktrace shareholder would receive $7.75 in cash for each share, representing a significant premium over recent trading prices.

It said the acquisition valued its entire issued and to-be-issued ordinary share capital at $5.32bn on a fully-diluted basis, implying an enterprise value of $4.99bn.

Darktrace said the acquisition would be executed through a court-sanctioned scheme of arrangement under the Companies Act.

The companies said in their joint statement that Darktrace specialised in cybersecurity artificial intelligence and had garnered over 9,400 customers worldwide, while Thoma Bravo had over $138bn in assets under management.

Thoma Bravo saw the acquisition as an opportunity to deepen its exposure in the cybersecurity market and to support Darktrace's continued growth and innovation.

The acquisition remained subject to a number of conditions, including shareholder approval and regulatory clearance.

It was expected to be completed during the third or fourth quarter of the year.

The Darktrace board, having received financial advice from Jefferies and Qatalyst Partners, said it was unanimously recommending that shareholders voted in favour of the acquisition, believing the terms to be fair and reasonable.

It added that irrevocable undertakings had been secured from certain directors and shareholders representing 14.4% of the existing issued ordinary share capital.

“I am immensely proud of our brilliant business and people,” said Darktrace chief executive officer Poppy Gustafsson.

“From our base in Cambridge, we are building a world-leading company using a unique form of artificial intelligence to address the societal challenge of cybersecurity.”

Gustafsson said the proposed offer represented “the next stage” in the company’s growth journey.

“I am excited by the many opportunities we have ahead of us.

“Our technology has never been more relevant in a world increasingly threatened by AI-powered cyberattacks.

“In the face of this, we are expanding our product portfolio, entering new markets, and focussed on delivering for our customers, partners and colleagues.”

At 0820 BST, shares in Darktrace were up 16.79% at 603.82p.

Reporting by Josh White for Sharecast.com.