Transaction Creates World-Class Market Leader
in Unified Endpoint Management, Zero Trust Security and Enterprise
Service Management with Most Comprehensive Set of Solutions
MobileIron (NASDAQ:MOBL), the mobile-centric security platform
for the Everywhere Enterprise, today announced that it has entered
into an agreement to be acquired by Ivanti, Inc., a leading
provider of enterprise-grade intelligent IT management and security
software solutions. Ivanti today also announced it has entered into
an agreement to acquire Pulse Secure LLC, a leading provider of
Secure Access and mobile security solutions to enterprise
customers.
Under the terms of the agreement, Ivanti will acquire all
outstanding shares of MobileIron common stock for a total value of
approximately $872 million in cash. MobileIron stockholders will
receive $7.05 in cash per share, representing a 27% premium to the
unaffected closing price as of September 24, 2020. MobileIron’s
Board of Directors unanimously approved the transaction and
believes the transaction will maximize stockholder value.
The “future of work” now means enabling a secure workforce for
the “work from everywhere” world through a mobile-centric, zero
trust security strategy. By bringing MobileIron and Pulse Secure
into the Ivanti portfolio, organizations will be able to manage and
secure users, devices, data, and access to ensure that every device
in an organization is covered, while delivering a contextual
personalized employee experience. The combined company will have
the ability to enable and secure the Everywhere Enterprise.
Additionally, customers will benefit from the expanded scale,
corporate resources, service capabilities and financial flexibility
that the transaction and combined hyper-automation platform will
deliver. Upon completion of the transaction, the combined company
will be led by Ivanti Chairman and CEO Jim Schaper.
“We are thrilled to join forces with Ivanti and Pulse Secure in
a combination that will accelerate our ability to help
organizations quickly and securely embrace the future of work, in
which employees, IT infrastructures and customers are everywhere –
and mobile devices provide access to everything,” added Simon
Biddiscombe, CEO of MobileIron. “Bringing together our solutions
will enable organizations to easily secure users, devices, data and
access in the Everywhere Enterprise and we’re confident that this
transaction will enable us to deliver comprehensive security for
the next generation workforce, provide enhanced opportunities for
our team of employees, and better serve our customer base. We’re
confident this combination represents the best path forward for our
stockholders and MobileIron.”
Backed by Clearlake Capital Group, L.P. and TA Associates
Management L.P., the combined company’s solutions will extend to
all devices, making Ivanti the leading provider of Unified Endpoint
Management (UEM), Enterprise Service Management (ESM), and Zero
Trust security solutions – and the only company on the market that
provides end-to-end coverage. The transaction will enable Ivanti to
deliver the most comprehensive set of solutions to discover,
manage, secure, and service every endpoint for the Everywhere
Enterprise, in which employees, IT infrastructures and customers
are everywhere — and mobile devices provide access to
everything.
“By combining MobileIron and Pulse Secure with Ivanti, we are
creating a leader in the large and growing Unified Endpoint
Management, Security and Enterprise Service Management markets. We
now have the most comprehensive set of software solutions that
addresses the growing market demand for the future of work, where
working from anywhere on any device type is the new normal,” said
Jim Schaper, Ivanti Chairman and CEO. “With the integration of our
industry knowledge and complementary product offerings, Ivanti will
be well positioned to provide our expansive customer base with the
critical tools needed to tackle IT challenges in the new normal. We
welcome MobileIron’s and Pulse Secure’s employees, customers, and
partner network to the Ivanti family, and thank Clearlake and TA
Associates for their strong support in enabling these
transformational transactions.”
“The Pulse Secure team is excited to join the Ivanti family in
the next chapter of growth for the combined platform,” added
Sudhakar Ramakrishna, CEO of Pulse Secure. “We believe that
organizations looking for Unified Endpoint Management and Secure
Access solutions will see the combined platform as a new, highly
focused partner with the capabilities to deliver a complete,
best-in-class, global solution. We appreciate Siris Capital for
their phenomenal support over the past six years, which enabled us
to invest in our products, people, and clients in order to achieve
a wonderful outcome for shareholders and find a great home.”
Transaction Highlights
- Under the terms of the agreement with MobileIron, Ivanti will
acquire all outstanding shares of MobileIron common stock for a
total value of approximately $872 million. MobileIron stockholders
will receive $7.05 in cash per share, representing a 27% premium to
the unaffected closing price as of September 24, 2020.
- MobileIron’s Board of Directors unanimously approved the deal
and believes the transaction will maximize stockholder value.
- Morgan Stanley Senior Funding, Inc., BofA Securities, UBS
Investment Bank, and BMO Capital Markets are providing debt
financing for the acquisitions.
- The closing of the transaction is expected in late Q4, subject
to approval by MobileIron stockholders and the satisfaction of
regulatory and customary closing conditions.
Advisors
- Barclays acted as the exclusive financial advisor to
MobileIron. Morrison & Foerster LLP acted as legal advisor to
MobileIron.
About MobileIron
MobileIron is redefining enterprise security with the industry’s
first mobile-centric security platform for the Everywhere
Enterprise. In the Everywhere Enterprise, corporate data flows
freely across devices and servers in the cloud, empowering workers
to be productive anywhere they need to work. To secure access and
protect data across this perimeter-less enterprise, MobileIron
leverages a zero trust approach, which assumes bad actors are
already in the network and secure access is determined by a “never
trust, always verify” model.
MobileIron’s platform combines award-winning and
industry-leading unified endpoint management (UEM) capabilities
with passwordless multi-factor authentication (Zero Sign-On) and
mobile threat defense (MTD) to validate the device, establish user
context, verify the network, and detect and remediate threats to
ensure that only authorized users, devices, apps, and services can
access business resources in a “work from everywhere” world. Over
20,000 organizations, including the world’s largest financial
institutions, intelligence agencies, and other highly regulated
companies, have chosen MobileIron to enable a seamless and secure
user experience in the Everywhere Enterprise.
About Ivanti
Ivanti automates IT and Security Operations to discover, manage,
secure and service from cloud to edge. From PCs to mobile devices,
VDI, and the data center, Ivanti discovers IT assets on-premises,
in cloud, and at the edge, improves IT service delivery, and
reduces risk with insights and automation. The company also helps
organizations leverage modern technology in the warehouse and
across the supply chain to improve delivery without modifying
backend systems. Ivanti is headquartered in Salt Lake City, Utah
and has offices all over the world. For more information, visit
www.ivanti.com and follow @GoIvanti.
How to Find Further Information
This communication does not constitute a solicitation of any
vote or approval in connection with the proposed acquisition of
MobileIron, Inc. (“MobileIron”) by Ivanti, Inc. (the “Merger”). In
connection with the proposed Merger, MobileIron will file a proxy
statement with the Securities and Exchange Commission (“SEC”),
which MobileIron will furnish with any other relevant documents to
its stockholders in connection with the Special Meeting of the
Stockholders to vote on the Merger. BEFORE MAKING ANY VOTING
DECISION, WE URGE STOCKHOLDERS TO READ THE PROXY STATEMENT
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT MOBILEIRON AND THE PROPOSED MERGER. The proposals
for the merger will be made solely through the proxy statement. In
addition, a copy of the proxy statement (when it becomes available)
may be obtained free of charge from Investor Relations Department
at MobileIron, Inc., 490 East Middlefield Road, Mountain View, CA
94043. Security holders also will be able to obtain, free of
charge, copies of the proxy statement and any other documents filed
by MobileIron with the SEC in connection with the proposed Merger
at the SEC’s website at http://www.sec.gov, and at the companies’
website at www.mobileiron.com.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements are based on current expectations,
estimates and projections about, among others, the industry,
markets in which the Company operates, and the transactions
described in this Current Report on Form 8-K. While the Company’s
management believes the assumptions underlying its forward-looking
statements and information are reasonable, such information is
necessarily subject to uncertainties and may involve certain risks,
many of which are difficult to predict and are beyond the control
of the Company’s management. These risks include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger
Agreement; (2) the outcome of any legal proceedings that may be
instituted against the Company and others following announcement of
the Merger Agreement; (3) the inability to complete the Merger due
to the failure to obtain stockholder approval or the failure to
satisfy other conditions to completion of the Merger; (4) risks
that the proposed transaction disrupts current plans and operations
and the potential difficulties in employee retention as a result of
the Merger; (5) the impact, if any, of the announcement or pendency
of the Merger on the Company’s relationships with customers; (6)
the amount of the costs, fees, expenses and charges related to the
Merger and the actual terms of certain financings that will be
obtained for the Merger; and (7) other risks that are set forth
under “Risk Factors” in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2019 and the Company’s Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2020 and June
30, 2020. All forward-looking statements speak only as of the date
of this Current Report on Form 8-K or, in the case of any document
incorporated by reference, the date of that document. All
subsequent written and oral forward-looking statements attributable
to us or any person acting on our behalf are qualified by the
cautionary statements in this section. We undertake no obligation
to update or publicly release any revisions to forward-looking
statements to reflect events, circumstances or changes in
expectations after the date of this Current Report on Form 8-K.
Participants in the Solicitation
The directors and officers of MobileIron may be deemed to be
participants in the solicitation of proxies in connection with the
approval of the proposed transaction. Information regarding
MobileIron’s directors and officers and their respective interests
in MobileIron by security holdings or otherwise is available in its
most recent Annual Report on Form 10-K filed with the SEC and its
most recent definitive Proxy Statement on Schedule 14A filed with
the SEC. Additional information regarding the interests of such
potential participants is or will be included in the proxy
statement and other relevant materials to be filed with the SEC,
when they become available, including in connection with the
solicitation of proxies to approve the proposed Merger.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200928005234/en/
Media contact: Jenny Pfleiderer press@mobileiron.com
Analyst contact: Becca Chambers bchambers@mobileiron.com
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