Thoma Bravo to pay $19.25 per share,
representing a 33% premium to Imprivata’s stock price
Transaction valued at approximately $544
million
Imprivata® (NYSE: IMPR), the healthcare IT security company,
announced that it has entered into a definitive agreement to be
acquired by an affiliate of Thoma Bravo, LLC, a leading private
equity investment firm. Under the terms of the agreement,
shareholders of record will receive $19.25 in cash per share of
Imprivata common stock, which represents a 33% premium to
Imprivata’s last closing stock price of $14.50. The value of the
transaction is approximately $544 million.
“We’re tremendously excited about Thoma Bravo’s investment in
our company and believe this transaction represents a great outcome
for our current shareholders,” said Omar Hussain, President and CEO
of Imprivata. “Given Thoma Bravo’s successful track record in both
security and healthcare IT, today’s partnership is an endorsement
of Imprivata’s corporate vision and our relentless focus on the
customer experience -- a value which has established us as the
vendor of choice in healthcare IT security. We are now in a
stronger position to pursue market opportunities through innovating
and expanding the products and services we offer.”
“The need to combine strong, compliant security technology with
ease of access in the healthcare industry is growing by the day,”
said Scott Crabill, a Managing Partner at Thoma Bravo. “Imprivata
is clearly positioned as the strongest vendor in this space and has
a unique opportunity to continue to expand its market presence by
providing additional high-value products to its customers.”
“The Imprivata security platform provides mission critical
technologies that are deeply embedded within the daily workflows of
the world’s largest and most prestigious hospitals and healthcare
institutions,” said Chip Virnig, a Principal at Thoma
Bravo. “Moreover, the company has a proven track record of
organically and inorganically introducing new technologies into the
marketplace, while also expanding across new geographies. We
look forward to continuing to support Imprivata’s growth trajectory
as a private company.”
Barclays is acting as exclusive financial advisor to Imprivata,
and Goodwin Procter LLP is serving as legal advisor to Imprivata.
Kirkland & Ellis LLP is serving as legal advisor to Thoma
Bravo.
About Thoma Bravo, LLC
Thoma Bravo is a leading private equity investment firm building
on a 30+ year history of providing equity and strategic support to
experienced management teams and growing companies. The firm seeks
to create value by collaborating with company management to improve
business operations and provide capital to support growth
initiatives. Thoma Bravo invests with a particular focus on
application and infrastructure software and technology enabled
services. The firm currently manages a series of private equity
funds representing more than $17 billion of equity commitments. For
more information, visit www.thomabravo.com.
About Imprivata
Imprivata®, the healthcare IT security company, enables
healthcare organizations globally to access, communicate, and
transact patient information securely and conveniently. The
Imprivata platform addresses critical compliance and security
challenges while improving productivity and the patient experience.
For more information, please visit www.imprivata.com.
Additional Information and Where to Find It
In connection with the transaction, the Company intends to file
relevant materials with the SEC, including a preliminary proxy
statement on Schedule 14A. Promptly after filing its definitive
proxy statement with the SEC, the Company will mail the definitive
proxy statement and a proxy card to each stockholder entitled to
vote at the special meeting relating to the merger. INVESTORS AND
SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE
COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE
TRANSACTION. The definitive proxy statement, the preliminary proxy
statement and other relevant materials in connection with the
transaction (when they become available), and any other documents
filed by the Company with the SEC, may be obtained free of charge
at the SEC’s website (http://www.sec.gov) or at the Company’s
website (https://investor.imprivata.com/) or by writing to the
Company’s Secretary at 10 Maguire Road, Building 1, Suite 125,
Lexington, MA 02421.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
Company’s stockholders with respect to the transaction. Information
about the Company’s directors and executive officers and their
ownership of Company Common Stock is set forth in the proxy
statement on Schedule 14A filed with the SEC on April 15, 2016 and
the Annual Report on Form 10-K for the fiscal year ended December
31, 2015. Information regarding the identity of the potential
participants, and their direct or indirect interests in the
transaction, by security holdings or otherwise, will be set forth
in the proxy statement and other materials to be filed with SEC in
connection with the transaction.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, including but not limited
to, statements regarding the anticipated opportunity and trends for
growth in our healthcare customer base, and our overall business,
our market opportunity, our expectations regarding sales of our
products, our goal to maintain market leadership and our expected
financial results for the remainder of 2016 and beyond. All
statements other than statements of historical fact contained in
this press release are forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as
“may,” “should,” “expects,” “intends,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential,” “could,”
“increases,” “improves,” “reduces,” “implements,” “results,”
“addresses,” or the negative of these terms or other comparable
terminology. These forward-looking statements are made as of the
date they were first issued and were based on current expectations,
estimates, forecasts, and projections as well as the beliefs and
assumptions of management. Forward-looking statements are subject
to a number of risks and uncertainties, many of which involve
factors or circumstances that are beyond Imprivata’s control.
Imprivata’s actual results could differ materially from those
stated or implied in forward-looking statements due to a number of
factors, including but not limited to, our ability to successfully
develop and introduce new solutions and products for existing
solutions; our ability to attract new customers and retain and
increase sales to existing customers; developments in the
healthcare industry or regulatory environment; seasonal variations
in the purchasing patterns of our customers; longer sales cycles
associated with more complex deals in our healthcare business;
slower growth in the non-core areas of our business; the lengthy
and unpredictable sales cycles for new customers; our ability to
successfully integrate HT Systems and other businesses and assets
that we may acquire; our ability to market and sell any acquired
products from HT Systems and future acquisitions; our ability to
maintain successful relationships with our channel partners and
technology alliance partners; our dependency on sole source
suppliers and a contract manufacturer for hardware components of
our Imprivata OneSign and Imprivata PatientSecure solutions; our
ability to manage our growth effectively; our ability to respond to
competitive pressures; potential liability related to privacy and
security of protected health information; our ability to protect
our intellectual property rights, and the other risks detailed in
Imprivata’s risk factors discussed in filings with the U.S.
Securities and Exchange Commission (“SEC”), including but not
limited to Annual Report on Form 10-K for the year ended
December 31, 2015 filed with the SEC on March 2, 2016, as
well as other documents that may be filed by Imprivata from time to
time with the SEC. The forward-looking statements included in this
press release represent Imprivata’s views as of the date of this
press release. Imprivata undertakes no intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160713005655/en/
For Imprivata:Investor relations:Jeff Bray, CFA,
781-761-1417Director of Investor
Relationsjbray@imprivata.comorMedia contact:John Hallock,
781-761-1921Vice President, Corporate
Communicationsjhallock@imprivata.comorFor Thoma Bravo:Media
Contact:Hiltzik StrategiesMatthew Gorton,
212-776-1161mgorton@hstrategies.com
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