Forescout Technologies, Inc. (Nasdaq: FSCT), the leader in device
visibility and control, and Advent International (“Advent”), one of
the largest and most experienced global private equity investors,
today announced that the companies have agreed to amend the terms
of their previously announced transaction. The Forescout Board of
Directors has unanimously approved a revised definitive agreement
under which Advent will acquire all outstanding shares of Forescout
common stock for $29.00 per share. Advent has partnered with
Crosspoint Capital Partners, a private equity investment firm
focused on cybersecurity and privacy industries, as an advisor on
this transaction.
Concurrently with executing the amended merger agreement,
Forescout and Advent reached a settlement agreement as a result of
which the pending litigation in the Delaware Court of Chancery will
be dismissed.
“We continue to believe that Advent and Crosspoint Capital
Partners are the right partners for Forescout, and we are pleased
to have reached this agreement,” said Michael DeCesare, CEO and
President of Forescout. “As a private company and with the
resources, expertise and support of Advent and Crosspoint Capital
Partners, we will remain committed to helping customers solve their
most pressing security challenges while applying greater focus to
our strategic cloud transformation and our transition to a
recurring subscription business model. We look forward to working
with Advent and Crosspoint Capital Partners to complete the
transaction and build our exciting next chapter.”
“The fundamental strengths that first attracted Advent to
Forescout – its differentiated technology, record of innovation,
talented employee base and relentless focus on its customers –
continue to make this business a compelling platform and critical
player in the cybersecurity ecosystem,” said Bryan Taylor, head of
Advent’s technology investment team and a Managing Partner in Palo
Alto. “Advent and Forescout worked in good faith to reach a
solution that could benefit all stakeholders. We look forward to
helping Forescout continue to deliver world-class cybersecurity
solutions to customers for years to come.”
“We believe revising the terms of the previously announced
transaction is the best path forward for Forescout because it
removes the significant ongoing distraction of the pending
litigation and delivers immediate and certain value to Forescout’s
shareholders. The Board of Directors unanimously recommends that
shareholders tender their shares in support of the transaction,”
said Theresia Gouw, Chair of the Board of Directors.
Forescout’s Board and management will be further strengthened
with the additions of Crosspoint Capital Partners’ Greg Clark and
Nicholas Noviello following commencement of the tender offer. Mr.
Clark, Managing Partner of Crosspoint Capital Partners and former
CEO of Symantec and Blue Coat, both leading cybersecurity
companies, will join Forescout’s Board of Directors. Mr. Noviello,
former Executive Vice President and CFO of Symantec and of NetApp,
and CFO of Blue Coat, has over 28 years of global finance and
operations, process improvement and company transformation
leadership experience, and will join Forescout as COO.
Transaction Details
Under the terms of the revised merger agreement, Advent will
commence a tender offer on or before July 20, 2020, to acquire all
of the outstanding shares of Forescout common stock for a price of
$29.00 per share. 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. Funds affiliated with
Advent have committed to provide a full equity backstop in support
of the transaction. The transaction is expected to close in the
third quarter of 2020.
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. 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 Forescout Board unanimously recommends that shareholders
tender their shares in support of the transaction.
Advisors
Morgan Stanley & Co. LLC is serving as exclusive financial
advisor to Forescout and Wilson Sonsini Goodrich & Rosati,
Professional Corporation is serving as legal counsel. Ropes &
Gray LLP is serving as legal counsel to Advent and Crosspoint
Capital Partners.
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.
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 Crosspoint Capital Partners
Crosspoint Capital Partners is a newly formed private equity
investment firm focused on the cybersecurity and privacy
industries. The firm has assembled a group of highly successful
technology visionaries, investors and operators to partner with
foundational technology companies, transform the cybersecurity and
privacy industries and drive outsized returns. For more
information, visit: www.crosspointcapital.com.
Additional Information and Where to Find It
In connection with the proposed acquisition of Forescout
Technologies, Inc. (“Forescout”), Advent International Corporation
(“Advent”), through one or more affiliates, will commence a tender
offer for all of the outstanding shares of Forescout. The tender
offer has not commenced. 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. It is also
not a substitute for the tender offer materials that Advent will
file with the Securities and Exchange Commission (the “SEC”) upon
commencement of the tender offer. At the time that the tender offer
is commenced, Advent will file tender offer materials on Schedule
TO with the SEC, and Forescout will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY
FORESCOUT’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT
TO THE TENDER OFFER. Both the tender offer materials and the
solicitation/recommendation statement will be made available to
Forescout’s stockholders free of charge. A free copy of the tender
offer materials and the solicitation/recommendation statement 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 (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. FORESCOUT’S STOCKHOLDERS ARE ADVISED TO READ
THE TENDER OFFER MATERIALS AND THE SOLICITATION/RECOMMENDATION
STATEMENT, 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.
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, or that
the transaction is not consummated; 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.
Contacts
Investor Relations:
Michelle Spolver408-721-5884michelle.spolver@forescout.com
Media Relations:
Katie Beck650-314-8705katie.beck@forescout.com
or
Joele Frank, Wilkinson Brimmer Katcher:Joele Frank / Jed Repko /
Andrew Siegel212-355-4449
For Advent International:
Kerry Golds / Andrew JohnsonFinsburyTel: +1 646 805
2000Adventinternational-US@finsbury.com
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