Transaction Is Expected to Close in the Second
Half of 2022
SailPoint Technologies Holdings, Inc. (NYSE: SAIL)
(“SailPoint”), the leader in enterprise identity security, today
announced the expiration of the 35-day “go-shop” period under the
terms of the previously announced definitive agreement, pursuant to
which Thoma Bravo, L.P. (“Thoma Bravo”), a leading software
investment firm, will acquire SailPoint in an all-cash transaction
for $65.25 per share. The “go-shop” period expired at 11:59 p.m.
(Eastern Time) on May 16, 2022.
During the go-shop period, SailPoint’s Board of Directors, with
the assistance of Morgan Stanley & Co. LLC, actively solicited
alternative acquisition proposals from potentially interested third
parties; however, during the “go-shop” period, SailPoint did not
receive any alternative acquisition proposals from any third
party.
Following the expiration of the go-shop period, SailPoint became
subject to customary no-shop restrictions that limit its and its
representatives’ ability to solicit alternative acquisition
proposals from third parties, subject to customary “fiduciary out”
provisions.
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.
About SailPoint
SailPoint is the leader in identity security for the modern
enterprise. Harnessing the power of AI and machine learning,
SailPoint automates the management and control of access,
delivering only the required access to the right identities and
technology resources at the right time. Its sophisticated identity
platform seamlessly integrates with existing systems and workflows,
providing the singular view into all identities and their access.
We meet customers where they are with an intelligent identity
solution that matches the scale, velocity and environmental needs
of the modern enterprise. SailPoint empowers the most complex
enterprises worldwide to build a security foundation grounded in
identity security. More information is available at
www.sailpoint.com.
Important Information and Where to Find It
In connection with the proposed transaction between SailPoint
and Thoma Bravo, SailPoint will file with the Securities and
Exchange Commission (“SEC”) a proxy statement (the “Proxy
Statement”), the definitive version of which will be sent or
provided to SailPoint stockholders. SailPoint may also file other
documents with the SEC regarding the proposed transaction. This
document is not a substitute for the Proxy Statement or any other
document which SailPoint may file with the SEC. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
RELATED MATTERS. Investors and security holders may obtain free
copies of the Proxy Statement (when it is available) and other
documents that are filed or will be filed with the SEC by SailPoint
through the website maintained by the SEC at www.sec.gov,
SailPoint’s investor relations website at
https://investors.sailpoint.com/ or by contacting the SailPoint
investor relations department at the following:
investor@sailpoint.com
Participants in the Solicitation
SailPoint and certain of its directors and executive officers
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding
SailPoint’s directors and executive officers, including a
description of their direct interests, by security holdings or
otherwise, is contained in SailPoint’s proxy statement for its 2022
annual meeting of stockholders, which was filed with the SEC on
March 18, 2022. SailPoint stockholders may obtain additional
information regarding the direct and indirect interests of the
participants in the solicitation of proxies in connection with the
proposed transaction, including the interests of SailPoint
directors and executive officers in the transaction, which may be
different than those of SailPoint stockholders generally, by
reading the Proxy Statement and any other relevant documents that
are filed or will be filed with the SEC relating to the
transaction. You may obtain free copies of these documents using
the sources indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
This press release may contain “forward-looking statements”
within the meaning of the federal securities laws, including
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are based on SailPoint’s current
expectations, estimates and projections about the expected date of
closing of the proposed transaction and the potential benefits
thereof, its business and industry, management’s beliefs and
certain assumptions made by SailPoint and Thoma Bravo, all of which
are subject to change. In this context, forward-looking statements
often address expected future business and financial performance
and financial condition, and often contain words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,”
“will,” “may,” “would,” “might,” “potentially,” “estimate,”
“continue,” “expect,” “target,” similar expressions or the
negatives of these words or other comparable terminology that
convey uncertainty of future events or outcomes. All
forward-looking statements by their nature address matters that
involve risks and uncertainties, many of which are beyond our
control, and are not guarantees of future results, such as
statements about the consummation of the proposed transaction and
the anticipated benefits thereof. These and other forward-looking
statements, including the failure to consummate the proposed
transaction or to make or take any filing or other action required
to consummate the transaction on a timely matter or at all, are not
guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements. Accordingly, there are or will be important factors
that could cause actual results to differ materially from those
indicated in such statements and, therefore, you should not place
undue reliance on any such statements and caution must be exercised
in relying on forward-looking statements. Important risk factors
that may cause such a difference include, but are not limited to:
(i) the completion of the proposed transaction on anticipated terms
and timing, including obtaining shareholder and regulatory
approvals, anticipated tax treatment, unforeseen liabilities,
future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies for
the management, expansion and growth of SailPoint’s business and
other conditions to the completion of the transaction; (ii) the
impact of the COVID-19 pandemic on SailPoint’s business and general
economic conditions; (iii) SailPoint’s ability to implement its
business strategy; (iv) significant transaction costs associated
with the proposed transaction; (v) potential litigation relating to
the proposed transaction; (vi) the risk that disruptions from the
proposed transaction will harm SailPoint’s business, including
current plans and operations; (vii) the ability of SailPoint to
retain and hire key personnel; (viii) potential adverse reactions
or changes to business relationships resulting from the
announcement or completion of the proposed transaction; (ix)
legislative, regulatory and economic developments affecting
SailPoint’s business; (x) general economic and market developments
and conditions; (xi) the evolving legal, regulatory and tax regimes
under which SailPoint operates; (xii) potential business
uncertainty, including changes to existing business relationships,
during the pendency of the merger that could affect SailPoint’s
financial performance; (xiii) restrictions during the pendency of
the proposed transaction that may impact SailPoint’s ability to
pursue certain business opportunities or strategic transactions;
and (xiv) unpredictability and severity of catastrophic events,
including, but not limited to, acts of terrorism or outbreak of war
or hostilities, as well as SailPoint’s response to any of the
aforementioned factors. These risks, as well as other risks
associated with the proposed transaction, are more fully discussed
in the Proxy Statement to be filed with the SEC in connection with
the proposed transaction. While the list of factors presented here
is, and the list of factors presented in the Proxy Statement will
be, considered representative, no such list should be considered to
be a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks, any of which
could have a material adverse effect on SailPoint’s financial
condition, results of operations, or liquidity. SailPoint does not
assume any obligation to publicly provide revisions or updates to
any forward-looking statements, whether as a result of new
information, future developments or otherwise, should circumstances
change, except as otherwise required by securities and other
applicable laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220517005418/en/
Investor Relations ICR for SailPoint Brian Denyeau,
512-664-8916 investor@sailpoint.com Media Relations for
SailPoint Jessica Sutera VP, Corporate Marketing, 978-793-0085
Jessica.sutera@sailpoint.com Natalie Reina Sr. PR & Corp Comms
Manager, 956-878-9176 Natalie.reina@sailpoint.com Media
Relations for Thoma Bravo Megan Frank Thoma Bravo
Communications mfrank@thomabravo.com (212) 731-4778 Abigail Farr
Finsbury Glover Hering abigail.farr@fgh.com (646) 957-2067
SailPoint Technologies (NYSE:SAIL)
過去 株価チャート
から 10 2024 まで 11 2024
SailPoint Technologies (NYSE:SAIL)
過去 株価チャート
から 11 2023 まで 11 2024
