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Barracuda Go Private After Being Acquired By Thoma Bravo

In all-cash transaction valued at $1.6 billion

Barracuda Networks, Inc. entered into an agreement to be acquired by private equity investment firm Thoma Bravo, LLC. in an all-cash transaction valued at $1.6 billion.

Barracuda shareholders of record will receive $27.55 in cash for each share of common stock they hold. This price exceeds 52-week high and represents a premium of 22.5% to the company’s 10-day average stock price prior to November 27, 2017, of $22.49.

Board of directors unanimously approved the agreement, and believes the transaction maximizes shareholder value. Upon the close of the transaction, the company will operate as a privately-held company with a continued focus on email security and management, network and application security, and data protection solutions that can be deployed in cloud and hybrid environments.

We believe the proposed transaction offers an opportunity for us to accelerate our growth with our industry-leading security platform that’s purpose-built for highly distributed, diverse cloud and hybrid environments. We will continue Barracuda’s tradition of delivering easy-to-use, full-featured solutions that can be deployed in the way that makes sense for our customers,” said BJ Jenkins, CEO, Barracuda. “Thoma Bravo has an excellent history of investing in growing security businesses, and this transaction speaks to the value and strength of Barracuda’s security platform, which helps customers protect and manage their networks, applications, and data. I expect that our employees, customers, and partners will benefit from this partnership.”

Barracuda is a proven industry leader, consistently bringing powerful, comprehensive solutions to customers in an increasingly prevalent, hostile, and complex threat environment,” said Seth Boro, managing partner, Thoma Bravo. “We believe that Barracuda is at the forefront of innovation in several highly strategic areas of the cybersecurity market and are excited to be the company’s partner in the next phase of its growth.”

The proposed transaction is expected to close before Barracuda’s fiscal year end of February 28, 2018, and is subject to approval by Barracuda’s shareholders and regulatory authorities, and the satisfaction of other customary closing conditions.

Morgan Stanley & Co. LLC is serving as financial advisor to Barracuda, and Wilson Sonsini Goodrich & Rosati, Professional Corporation, is serving as its legal advisors. Financing for the transaction is being provided by Goldman Sachs & Co. LLC, Credit Suisse, and UBS Investment Bank. Goldman Sachs & Co. LLC, Credit Suisse, and UBS Investment Bank are also serving as financial advisors to Thoma Bravo, and Kirkland & Ellis LLP is serving as its legal counsel.