Transaction Valued at Approximately $1.6
Billion.Purchase Price Represents a 33% Premium Over 60 Day Average
and 73% Premium to Unaffected Stock Price
Infoblox Inc. (NYSE:BLOX), the network control company, today
announced that it has entered into a definitive agreement to be
acquired by Vista Equity Partners (“Vista”), a leading private
equity firm focused on software, data and technology-enabled
businesses. Under the terms of the agreement, Infoblox stockholders
will receive $26.50 per share of common stock in cash, which
represents a 33% premium to Infoblox’s average closing share price
over the last 60 trading days, and a 73% premium to Infoblox’s
unaffected closing price as of May 11, 2016, when media reports of
interest in acquiring Infoblox were first published. The
transaction values Infoblox at approximately $1.6 billion. The
agreement was unanimously approved by Infoblox’s Board of
Directors.
“Vista has an excellent track record of supporting and adding
value to technology companies, and we are thrilled to bring on a
partner of their caliber and strategic expertise,” said Jesper
Andersen, President and CEO of Infoblox. “This transaction will
provide immediate and substantial value to Infoblox stockholders,
while also giving Infoblox greater flexibility to execute on our
long-term strategy to drive increased DDI automation and DNS
security into the enterprise market. We are excited to begin our
partnership with Vista and look forward to leveraging their
operational insights as we continue to deliver the industry-leading
products, solutions and customer service on which our customers
rely.”
“As all industries are moving to the cloud in record speed, and
as connected devices proliferate, companies depend more than ever
on network automation and security,” said Brian Sheth, Co-Founder
and President of Vista Equity Partners. “Infoblox is the trusted
market leader in DDI solutions, and their strategy and portfolio of
secure automated networking solutions make the company uniquely
positioned to deliver for its customers. We are looking forward to
working with the talented team at Infoblox to support the company’s
strategic vision and grow its industry leadership.”
Infoblox’s Board of Directors received and thoroughly evaluated
multiple indications of interest before deciding to proceed with
this transaction. The transaction will be effected by means of a
tender offer followed by a merger, and the Infoblox Board of
Directors unanimously recommends Infoblox stockholders tender their
shares in the offer. The transaction is expected to close in
Infoblox’s fiscal second quarter, subject to customary closing
conditions and regulatory approvals. Infoblox will maintain its
corporate headquarters in Santa Clara, California and continue to
be led by its current executive team.
For further information regarding the terms and conditions
contained in the definitive merger agreement, please see Infoblox’s
Current Report on Form 8-K, which will be filed in connection with
this transaction.
Morgan Stanley is acting as exclusive financial advisor and
Fenwick & West LLP is acting as legal advisor to Infoblox.
Vista’s legal advisor is Kirkland & Ellis LLP.
About Infoblox
Infoblox (NYSE:BLOX) delivers Actionable Network Intelligence to
enterprise, government, and service provider customers around the
world. As the industry leader in DNS, DHCP, and IP address
management, the category known as DDI, Infoblox (www.infoblox.com)
provides control and security from the core—empowering thousands of
organizations to increase efficiency and visibility, reduce risk,
and improve customer experience.
About Vista Equity Partners
Vista Equity Partners, a U.S.-based private equity firm with
offices in Austin, Chicago and San Francisco, with more than $26
billion in cumulative capital commitments, currently invests in
software, data and technology-based organizations led by
world-class management teams with long-term perspective. Vista is a
value-added investor, contributing professional expertise and
multi-level support towards companies realizing their full
potential. Vista's investment approach is anchored by a sizable
long-term capital base, experience in structuring
technology-oriented transactions, and proven management techniques
that yield flexibility and opportunity in private equity investing.
For more information, please visit www.vistaequitypartners.com.
Forward Looking Statements
All statements in this communication that are not statements of
historical fact are forward looking statements. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as “anticipate”, “target”,
“expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”,
“aim”, “continue”, “will”, “may”, “would”, “could” or “should” or
other words of similar meaning or the negative thereof. These
statements involve risks and uncertainties that could cause our
actual results to differ materially from those expressed or implied
in forward-looking statements, including, but not limited to: (i)
uncertainties as to the timing of the proposed transaction; (ii)
the risk that the proposed transaction may not be completed in a
timely manner or at all; (iii) uncertainties as to the percentage
of Infoblox’s stockholders that will support the proposed
transaction and tender their shares in the offer; (iv) the
possibility that competing offers or acquisition proposals for
Infoblox will be made; (v) the possibility that any or all of the
various conditions to the consummation of the proposed transaction
may not be satisfied or waived, including the failure to receive
any required regulatory approvals from any applicable governmental
entities (or any conditions, limitations or restrictions placed on
such approvals); (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger
Agreement, including in circumstances which would require Infoblox
to pay a termination fee or other expenses; (vii) risks regarding
the failure to obtain the necessary financing to complete the
proposed transaction; (viii) risks related to the debt financing
arrangements entered into in connection with the proposed
transaction; (ix) the effect of the announcement or pendency of the
proposed transaction on Infoblox’s ability to retain and hire key
personnel, its ability to maintain relationships with its
customers, resellers, channel partners, suppliers and others with
whom it does business, or its operating results and business
generally; (x) risks related to diverting management’s attention
from Infoblox’s ongoing business operations; (xi) the risk that
unexpected costs will be incurred in connection with the proposed
transaction; (xii) changes in economic conditions, political
conditions, trade protection measures, licensing requirements and
tax matters; (xiii) the risk that stockholder litigation in
connection with the proposed transaction may result in significant
costs of defense, indemnification and liability and (xiv) other
factors as set forth from time to time in Infoblox’s filings with
the Securities and Exchange Commission, which are available on our
investor relations Web site (http://ir.infoblox.com/) and on the
SEC’s Web site (www.sec.gov). All information provided in this
communication is as of the date hereof, and stockholders of
Infoblox are cautioned not to place undue reliance on our
forward-looking statements, which speak only as of the date such
statements are made. Infoblox does not undertake any obligation to
publicly update any forward-looking statements to reflect events,
circumstances or new information after this communication, or to
reflect the occurrence of unanticipated events, except as required
by applicable law.
Additional Information and Where to Find It
The tender offer described in this communication has not yet
commenced and this communication is not a recommendation or an
offer to purchase or a solicitation of an offer to sell shares of
Infoblox Inc. (the “Company”). At the time the tender offer is
commenced India Merger Sub, Inc. (“Merger Sub”) will file with the
SEC a Tender Offer Statement on Schedule TO, containing an offer to
purchase, form of letter of transmittal and related tender offer
documents, and the Company will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 relating to
the tender offer. Merger Sub and the Company intend to mail these
documents to the stockholders of the Company. These documents, as
they may be amended from time to time, will contain important
information about the tender offer and stockholders of the Company
are urged to read them carefully when they become available.
Stockholders of the Company will be able to obtain a free copy of
these documents, when they become available, at the website
maintained by the SEC at www.sec.gov. In addition, the
Solicitation/Recommendation Statement and the other documents filed
by the Company with the SEC will be made available to all
stockholders of the Company free of charge at
http://ir.infoblox.com
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version on businesswire.com: http://www.businesswire.com/news/home/20160919005726/en/
Investor Contact:Renee
LyallInfoblox408-986-4748rlyall@infoblox.comMedia
Contact:For InfobloxJohn Christiansen
/ Megan BouchierSard Verbinnen & Co415-618-8750orFor Vista Equity PartnersAlan FleischmannLaurel
Strategies202-413-4495mstakelin@laurelstrategies.com
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