ZeroFox Holdings, Inc. (Nasdaq: ZFOX) (“ZeroFox”), a leading
provider of external cybersecurity, today announced that it has
entered into a definitive agreement to be acquired by Haveli
Investments, a technology-focused private equity firm, in an
all-cash transaction with an enterprise value of approximately $350
million.
Under the terms of the merger agreement, ZeroFox
stockholders will receive $1.14 per share in cash upon completion
of the transaction. The per share purchase price represents a
premium of 45% over the volume weighted average price for the
90-day period ending February 2, 2024.
“We are on a mission to protect our customers
from advanced external cybersecurity threats. The volume and
sophistication of these attacks continue to increase each week, and
our customers need true partners that are aligned with them for
years to come,” said James C. Foster, Founder, Chairman and Chief
Executive Officer of ZeroFox. “With Haveli Investments,
ZeroFox has identified a strong partner with the right
combination of high growth software experience, strategic and
operational resources, and a shared passion and commitment to
external cybersecurity. We believe that this transaction represents
a compelling outcome for ZeroFox stockholders, particularly given
the volatility in the market, and best positions ZeroFox for our
next phase of growth.”
“We’re excited to partner with ZeroFox, a leader
in Digital Risk Protection and Threat Intelligence,” said Ian
Loring, Senior Managing Director and Executive Chair of the Haveli
Investments Software Fund. “ZeroFox’s innovative solutions enable
organizations to proactively identify, manage, and remediate
external digital threats at scale. With a large and expanding
customer base, and consistent growth, ZeroFox is well positioned in
an important and expanding category. We look forward to working
closely with ZeroFox’s talented leadership team to propel the
company into its next phase of growth as the cybersecurity
landscape continues to evolve.”
“A special committee of the ZeroFox board
conducted a thorough evaluation of capital
structure alternatives, which included multiple discussions
and interactions with a number of financial and strategic
partners,” said Todd Headley, Lead Independent Director of the
ZeroFox Board of Directors. “During this comprehensive process
it became clear that partnering with Haveli Investments was the
best path forward for customers, employees, and maximizing
stockholder value.”
Transaction DetailsThe
transaction, which was unanimously approved and recommended by a
Special Committee comprised of independent members of ZeroFox's
Board of Directors and unanimously approved by ZeroFox's Board of
Directors, is expected to close in the first half of 2024, subject
to customary closing conditions, including approval by ZeroFox
stockholders and the receipt of required regulatory approvals.
The transaction is not subject to a financing
condition.
Upon completion of the transaction, ZeroFox’s
common stock will no longer be publicly listed on the Nasdaq Global
Market, and ZeroFox will become a privately held company.
AdvisorsPiper Sandler is
serving as the lead financial advisor to ZeroFox and Stifel served
as an additional financial advisor. Venable LLP is serving as legal
advisor to ZeroFox. BTIG and Evercore are serving as financial
advisors for Haveli Investments, and BTIG is serving as structuring
advisor on debt financing to Haveli Investments. Ropes & Gray
LLP is serving as legal advisor to Haveli Investments.
About ZeroFoxZeroFox (Nasdaq:
ZFOX), an enterprise software-as-a-service leader in external
cybersecurity, has redefined security outside the corporate
perimeter on the internet, where businesses operate, and threat
actors thrive. The ZeroFox platform combines advanced AI analytics,
digital risk and privacy protection, full-spectrum threat
intelligence, and a robust portfolio of breach, incident and
takedown response capabilities to expose and disrupt phishing and
fraud campaigns, botnet exposures, credential theft,
impersonations, data breaches, and physical threats that target
your brands, domains, people, and assets. Join thousands of
customers, including some of the largest public sector
organizations as well as finance, media, technology and retail
companies to stay ahead of adversaries and address the entire
lifecycle of external cyber risks. ZeroFox and the ZeroFox logo are
trademarks or registered trademarks of ZeroFox, Inc. and/or its
affiliates in the U.S. and other countries. Visit www.zerofox.com
for more information.
About Haveli Investments Haveli Investments is
an Austin-based private equity firm that seeks to invest in the
highest quality companies in the technology sector through control,
minority or structured equity and debt investments with a focus on
software, data, gaming and adjacent industries. The firm seeks to
partner with innovative companies, entrepreneurs and management
teams throughout a company’s life cycle. Haveli’s experienced team
of investors and diverse industry experts will provide operational
and strategic support, enabling portfolio companies to focus on
driving innovation and increasing growth, scale and operating
margins. Underscoring Haveli’s investments is an unwavering focus
on DEI and sustainability. For more information, please visit
www.haveliinvestments.com, or follow Haveli on LinkedIn, @Haveli
Investments.
Additional Information and Where to Find
ItThis communication relates to the proposed transaction
involving ZeroFox. This communication does not constitute a
solicitation of any vote or approval. In connection with the
proposed transaction, ZeroFox plans to file with the U.S.
Securities and Exchange Commission (the “SEC”) a proxy statement on
Schedule 14A (the “Proxy Statement”) relating to a special meeting
of its stockholders, and may file other documents with the SEC
relating to the proposed transaction. This communication is not a
substitute for the Proxy Statement or any other document that
ZeroFox may file with the SEC or send to its stockholders in
connection with the proposed transaction. BEFORE MAKING ANY VOTING
DECISION, STOCKHOLDERS OF ZEROFOX ARE URGED TO READ THE PROXY
STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC AND ANY
AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY
REFERENCE THEREIN, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION. Any vote in respect of resolutions to be proposed at a
stockholder meeting of ZeroFox to approve the proposed transaction
or related matters, or other responses in relation to the proposed
transaction, should be made only on the basis of the information
contained in the Proxy Statement. Investors and security holders
will be able to obtain the Proxy Statement and other documents
ZeroFox files with the SEC (when available) free of charge at the
SEC’s website (http://www.sec.gov) or at ZeroFox’s investor
relations website at: https://ir.zerofox.com/ or by emailing
investor @ZeroFox.com.
Participants in the
SolicitationZeroFox and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from ZeroFox’s stockholders in connection with the proposed
transaction. Information regarding ZeroFox’s directors and
executive officers and their ownership of ZeroFox’s common stock is
set forth in the definitive proxy statement for ZeroFox’s 2023
Annual Meeting of Stockholders, which was filed with the SEC on May
15, 2023. To the extent the holdings of ZeroFox’s securities by
ZeroFox’s directors and executive officers have changed since the
amounts set forth in the Company’s proxy statement for ZeroFox’s
2023 Annual Meeting of Stockholders, such changes have been or will
be reflected on Statements of Change in Ownership on Form 4 filed
with the SEC. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the Proxy Statement and other relevant materials to be filed with
the SEC in respect of the proposed transaction when they become
available. Free copies of the Proxy Statement and such other
materials may be obtained as described in the preceding
paragraph.
Forward-Looking StatementsThis
press release contains forward-looking statements that involve
risks and uncertainties, including statements regarding the
proposed transaction, including the anticipated timing of closing
of the transaction. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those anticipated by these forward-looking statements. These
risks and uncertainties include, but are not limited to, the
following: the ability of ZeroFox to meet expectations regarding
the timing and completion of the proposed transaction; the
possibility that the conditions to the closing of the proposed
transaction are not satisfied, including the risk that the required
regulatory approvals are not obtained or that ZeroFox’s
stockholders do not approve the proposed transaction; the
occurrence of any event, change or other circumstances that could
result in the merger agreement being terminated or the proposed
transaction not being completed on the terms reflected in the
merger agreement, or at all; the risk that the merger agreement may
be terminated in circumstances that require us to pay a termination
fee; potential litigation relating to the proposed transaction; the
risk that the proposed transaction and its announcement could have
adverse effects on the market price of ZeroFox’s common stock; the
ability of each party to consummate the proposed transaction; risks
related to the possible disruption of management’s attention from
ZeroFox’s ongoing business operations due to the proposed
transaction; the effect of the announcement of the proposed
transaction on the ability of ZeroFox to retain and hire key
personnel and maintain relationships with customers and business
partners; the risk of unexpected costs or expenses resulting from
the proposed transaction; and other risks and uncertainties
detailed in the periodic reports that ZeroFox files with the SEC,
including ZeroFox’s Annual Report on Form 10-K filed with the SEC
on March 30, 2023, as updated by its subsequent Quarterly Reports
on Form 10-Q. If any of these risks or uncertainties materialize,
or if any of ZeroFox’s assumptions prove incorrect, ZeroFox’s
actual results could differ materially from the results expressed
or implied by these forward-looking statements. In addition, other
unpredictable or unknown factors not discussed in this document
could also have material adverse effects on forward-looking
statements. All forward-looking statements in this communication
are based on information available to ZeroFox as of the date of
this communication, and ZeroFox 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.
Contacts
For Haveli:
Investors Caroline Bal DohertyHaveli
Investmentscdoherty@havelii.com
MediaHugh Burns/Paul Caminiti/Pamela
GreeneReevemark(212) 433-4603HaveliTeam@Reevemark.com
For ZeroFox:Media
InquiriesMaisie Guzi, ZeroFoxpress@zerofox.com
Investor RelationsTodd Weller,
ZeroFoxinvestor@zerofox.com
ZeroFox (NASDAQ:ZFOX)
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