Tuesday, December 6 2022

SailPoint Technologies Holdings, Inc. (NYSE: SAIL), the leader in enterprise identity security, today announced that it has entered into a definitive agreement to be acquired by Thoma Bravo, a leading software investment firm, in an all-cash transaction that values SailPoint at approximately $6.9 billion.

Subject to the terms of the Agreement, SailPoint stockholders will receive $65.25 per share in cash, representing a premium of 48% to SailPoint’s 90-day volume-weighted average price (VWAP). Upon completion of the transaction, SailPoint will become a privately held company with the flexibility and resources to continue providing industry-leading identity security solutions to modern enterprises around the world. Additionally, SailPoint will benefit from the operating capabilities, capital support, and deep software expertise of Thoma Bravo.

“Identity security is core to cyber security and businesses have realized that to fuel business growth and success, they must start with identity as the foundation for secure business transformation. We’ve experienced rapid growth and see a tremendous opportunity ahead of us to continue to set the pace in the identity security market as the category leader,” said Mark McClain, CEO and Founder, SailPoint. “This transaction delivers significant immediate cash value to our stockholders and maximizes the value of their shares. The transaction will also allow us to pursue our long-term growth trajectory with greater flexibility and effectiveness to support our customers, expand our markets, and accelerate innovation in identity security with the backing of a strong financial partner with deep sector expertise. Thoma Bravo’s belief in our vision for identity security aligns strongly with our desire to accelerate and extend our leadership for years to come.”

“SailPoint is ideally positioned to capitalize on the large and growing demand from modern enterprises for robust identity security solutions that secure their business and reduce risk,” said Seth Boro, a Managing Partner at Thoma Bravo. “Their market-leading identity security platform provides the autonomous and intelligent approach that the market requires today, especially among larger enterprises and as hybrid working becomes more common. We look forward to partnering with Mark and his talented team to drive SailPoint’s next chapter of growth.”

“SailPoint is the clear leader in providing trusted identity security to the most well-respected global brands,” said Andrew Almeida, a Partner at Thoma Bravo. “As digital transformation becomes imperative for enterprises of all sizes to remain competitive, SailPoint’s innovative products provide the foundation for a robust security infrastructure that keeps employees and sensitive information safe. We are excited to leverage Thoma Bravo’s deep software and operational capabilities to support SailPoint’s mission to be the de facto identity security platform player of choice.”

Thoma Bravo has deep expertise in growing industry-leading software brands like SailPoint who are poised for significant growth and market leadership. SailPoint brings a rich heritage in identity security and a deep-seated commitment to driving innovation at a pace that the market demands today. Thoma Bravo’s operational and financial resources combined with SailPoint’s focus on driving consistent innovation that delivers sustained customer success will set SailPoint on a path for sustained long-term growth.

Transaction Details

A Special Committee of the Board of Directors of SailPoint has unanimously recommended, and following that recommendation, the Board has unanimously approved, the agreement with Thoma Bravo, and the Board unanimously recommends that SailPoint stockholders vote in favor of the transaction at the Special Meeting of Shareholders to be called in connection with the transaction.

The agreement includes a “go-shop” period expiring at 11:59 p.m. Eastern time on May 16, 2022, which allows the Board and its advisors to actively initiate, solicit and consider alternative acquisition proposals from third parties. The Board will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. There can be no assurance that this “go-shop” will result in a superior proposal, and SailPoint does not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or otherwise required.

The transaction is expected to close in the second half of 2022, subject to customary closing conditions, including approval by SailPoint stockholders and receipt of regulatory approvals. Upon closing of the transaction, SailPoint’s common stock will no longer be listed on any public market. The Company will continue to be headquartered in Austin, Texas. Financing for the transaction is being provided by Golub Capital, Blackstone Credit and Owl Rock Capital.

Advisors

Morgan Stanley & Co. LLC is serving as financial advisor and Goodwin Procter LLP is serving as legal counsel to SailPoint. Kirkland & Ellis LLP is serving as legal counsel to Thoma Bravo.

Mark McClain
Mark McClain, chief executive officer and founder of SailPoint
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