Advent International (“Advent”), one of the largest and most
experienced global private equity investors, and Forescout
Technologies, Inc. (“Forescout”) (NASDAQ: FSCT), the leader in
device visibility and control, today announced that Ferrari Merger
Sub, Inc. (“Purchaser”) has commenced the previously announced cash
tender offer to purchase all outstanding shares of common stock of
Forescout. Purchaser and its parent company, Ferrari Group
Holdings, L.P. (“Parent”), are affiliates of Advent.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20200720005762/en/
The tender offer is being made pursuant to the amended and
restated merger agreement, dated July 15, 2020, by which Purchaser
will offer to purchase all outstanding shares of Forescout common
stock for $29.00 per share, without interest and less any required
withholding taxes, in a transaction valued at $1.6 billion. The
Forescout Board unanimously recommends that shareholders tender
their shares in support of the transaction.
The tender offer is scheduled to expire at the end of the day,
one minute after 11:59 p.m., Eastern Time, on August 14, 2020,
unless extended or terminated. The closing of the tender offer is
subject to certain limited customary conditions, including the
tender by Forescout shareholders of at least one share more than
50% of Forescout’s issued and outstanding shares.
Promptly following completion of the tender offer, Advent will
acquire any shares of Forescout that are not tendered in the tender
offer through a second-step merger under Delaware law for
consideration equal to the tender offer price, without interest and
less any required withholding taxes. Following the transaction,
Forescout will become a privately held company with the flexibility
to continue investing in the development and deployment of
leading-edge cyber security products and solutions that serve the
evolving needs of enterprise customers.
The complete terms and conditions of the offer can be found in
the Offer to Purchase, Letter of Transmittal and other related
materials that Parent and Purchaser are filing today with the
Securities and Exchange Commission (the “SEC”). Additionally,
Forescout will be filing today with the SEC a
solicitation/recommendation statement on Schedule 14D-9 setting
forth in detail, among other things, the recommendation of
Forescout’s Board of Directors that Forescout’s stockholders tender
their shares in the tender offer.
About Advent International
Founded in 1984, Advent International is one of the largest and
most experienced global private equity investors. The firm has
invested in over 350 private equity transactions in 41 countries,
and as of March 31, 2020, had $49 billion in assets under
management. With 15 offices in 12 countries, Advent has established
a globally integrated team of over 200 investment professionals
across North America, Europe, Latin America and Asia. The firm
focuses on investments in five core sectors, including business and
financial services; health care; industrial; retail, consumer and
leisure; and technology. After 35 years dedicated to international
investing, Advent remains committed to partnering with management
teams to deliver sustained revenue and earnings growth for its
portfolio companies. For more information, visit
www.adventinternational.com or
www.linkedin.com/company/advent-international.
About Forescout
Forescout provides security at first sight. Our company delivers
device visibility and control to enable enterprises and government
agencies to gain complete situational awareness of their
environment and orchestrate action. Learn more at
www.Forescout.com.
Additional Information and Where to Find It
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Forescout. The solicitation and the offer to purchase
shares of Forescout’s common stock described in this press release
will be made only pursuant to the offer to purchase and related
materials that Purchaser and Parent have filed, or will file, a
solicitation/recommendation statement on Schedule TO with the SEC.
In addition, Forescout has filed, or will file, its recommendation
of the tender offer on Schedule 14D-9 with the SEC. FORESCOUT’S
STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER MATERIALS AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS EACH
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER
RELEVANT DOCUMENTS FILED BY ADVENT OR FORESCOUT WITH THE SEC WHEN
THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO
THE TENDER OFFER. THESE MATERIALS WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TENDER OFFER, ADVENT AND FORESCOUT. Both
the tender offer materials and the solicitation/recommendation
statement on Schedule 14D-9 will be made available to Forescout’s
stockholders free of charge. A free copy of the tender offer
materials and the solicitation/recommendation statement on Schedule
14D-9 will also be made available to Forescout’s stockholders by
visiting Forescout’s website (www.forescout.com). In addition, the
tender offer materials and the solicitation/recommendation
statement on Schedule 14D-9 (and all other documents filed by
Forescout with the SEC) will be available at no charge on the SEC’s
website (www.sec.gov) upon filing with the SEC.
Forward-Looking Statements
This press release contains forward-looking statements,
including statements regarding: Forescout and the proposed
acquisition of Forescout by affiliates of Advent; the potential
benefits of the proposed transaction; the anticipated timing of the
proposed transaction; and Forescout’s plans, objectives,
expectations, intentions, financial condition, results of
operations and business. These forward-looking statements involve
risks and uncertainties. If any of these risks or uncertainties
materialize, or if any of Forescout’s assumptions prove incorrect,
Forescout’s actual results could differ materially from the results
expressed or implied by these forward-looking statements. These
risks and uncertainties include risks associated with: the COVID-19
pandemic and related public health measures on Forescout’s
business, customers, markets and the worldwide economy; Forescout’s
pending transaction with affiliates of Advent, including the risk
that the conditions to the closing of the transaction are not
satisfied, including uncertainties as to how many of Forescout’s
stockholders will tender their shares in the tender offer;
litigation relating to the transaction; uncertainties as to the
timing of the consummation of the transaction and the ability of
each party to consummate the transaction; risks related to the
ability to realize the anticipated benefits of the pending
transaction, including the possibility that the expected benefits
will not be realized or will not be realized within the expected
time periods; risks that the proposed transaction disrupts
Forescout’s current plans and operations; risks that the proposed
transaction will affect Forescout’s ability to retain or recruit
employees; the risk that Forescout’s stock price may decline
significantly if the proposed transaction is not completed; the
evolution of the cyberthreat landscape facing enterprises in the
United States and other countries; Forescout’s plans to attract new
customers, retain existing customers and increase Forescout’s
annual revenue; the development and delivery of new products;
Forescout’s plans and expectations regarding software-as-a-service
offerings; Forescout’s ability to execute on, integrate, and
realize the benefits of any acquisitions; fluctuations in
Forescout’s quarterly results of operations and other operating
measures; increasing competition; new integrations to the Forescout
platform; general economic, market and business conditions; and the
risks described in the filings that Forescout makes with the SEC
from time to time, including the risks described under the headings
"Risk Factors" and "Management Discussion and Analysis of Financial
Condition and Results of Operations" in Forescout’s Annual Report
on Form 10-K, which was filed with the SEC on February 28, 2020, as
amended by Amendment No. 1 on Form 10-K/A to Forescout’s Annual
Report on Form 10-K, which was filed with the SEC on April 29,
2020, and which should be read in conjunction with Forescout’s
financial results and forward-looking statements, and is available
on the SEC filings section of the Investor Relations page of
Forescout’s website at https://investors.Forescout.com. Additional
information is set forth in Forescout’s Quarterly Report on Form
10-Q for the quarter ended March 31, 2020, which was filed with the
SEC on May 11, 2020. All forward-looking statements in this press
release are based on information available to Forescout as of the
date hereof, and Forescout does not assume any obligation to update
the forward-looking statements provided to reflect events that
occur or circumstances that exist after the date on which they were
made, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200720005762/en/
Investor Relations: Michelle Spolver 408-721-5884
michelle.spolver@forescout.com
Media Relations: Katie Beck 650-314-8705
katie.beck@forescout.com
or
Joele Frank, Wilkinson Brimmer Katcher: Joele Frank / Jed Repko
/ Andrew Siegel 212-355-4449
For Advent International: Kerry Golds / Andrew Johnson Finsbury
646-805-2000 Adventinternational-US@finsbury.com
ForeScout Technologies (NASDAQ:FSCT)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
ForeScout Technologies (NASDAQ:FSCT)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024