Tufin Shareholders to Receive $13.00 Per Share
in Cash
Tufin® (NYSE: TUFN) (the “Company”), a company pioneering a
policy-centric approach to security and IT operations, today
announced that it has entered into a definitive agreement to be
acquired by Turn/River Capital, a software-focused investment firm,
in an all-cash transaction that values Tufin at approximately $570
million.
Under the terms of the agreement, Tufin shareholders will
receive $13.00 per share in cash, representing a premium of
approximately 44% over Tufin’s closing share price on April 5,
2022, the last full trading day prior to the transaction
announcement, and a premium of approximately 54% over Tufin’s
one-month volume-weighted average closing price through April 5,
2022. Upon completion of the transaction, Tufin will become a
private company and will partner with Turn/River to further
accelerate its mission of helping enterprise customers use
policy-driven automation to address the security threats of
tomorrow.
“Today’s announcement is a testament to Tufin’s leadership in
security policy management for hybrid networks and cloud
environments,” said Ruvi Kitov, Chairman, CEO, and Co-Founder of
Tufin. “Since our inception nearly 20 years ago, we have made
significant strides in developing our policy-based automation
solution and have become a market leader. This deal represents an
important milestone for Tufin, and as a private company, we will
have the opportunity to accelerate our growth through investments
in our technology, people, and go-to-market. The team at Turn/River
specializes in helping software companies like Tufin, and with
their partnership and expertise I am confident that we will be able
to achieve our long-term goals faster.”
“We believe Turn/River Capital is the ideal partner for Tufin as
the Company makes further progress to a subscription-based revenue
model,” said Tom Schodorf, the Lead Independent Director of the
Tufin Board of Directors. “We are confident this transaction with
Turn/River will allow Tufin to accelerate this transition, expand
to new markets, and reach new customer segments.”
“Tufin is an industry leader in network security policy
management, helping enterprise customers secure their most critical
network infrastructure and cloud assets,” said Dominic Ang, Founder
and Managing Partner of Turn/River Capital. “We are incredibly
excited to bring our best-in-class operations team, with their deep
expertise in marketing, sales and customer success, to our
partnership with Tufin. We look forward to working hand in hand
with them to drive accelerated growth and scale.”
Transaction Details
Tufin’s Board of Directors (the “Board”) unanimously approved
the agreement with Turn/River Capital and recommends that Tufin
shareholders vote in favor of the transaction at the Special
Meeting of Stockholders to be called in connection with the
transaction.
The agreement includes a 30-day “go-shop” period expiring May 5,
2022, which allows the Board and its advisors to actively solicit,
initiate, encourage or facilitate alternative acquisition proposals
from third parties. The Board will have the right to terminate the
merger agreement to enter into a superior proposal subject to the
terms and conditions of the merger agreement. There can be no
assurance that this “go-shop” will result in a superior proposal,
and Tufin does not intend to disclose developments with respect to
the solicitation process unless and until it determines such
disclosure is appropriate or otherwise required.
The transaction is expected to close in the second quarter of
2022, subject to customary closing conditions, including approval
by Tufin shareholders and receipt of regulatory approvals. Upon
closing of the transaction, the Company’s common stock will no
longer be listed on any public market. The Company will continue to
be headquartered in Tel Aviv, Israel.
Ruvi Kitov, Chairman, CEO and Co-Founder of Tufin and Reuven
Harrison, CTO and Co-Founder of Tufin, have entered into voting
agreements pursuant to which they have agreed, among other things,
to vote their shares of Company common stock in favor of the
transaction.
First Quarter 2022 Financial Results
Tufin plans to publish its first quarter fiscal year 2022
financial results on or before May 13, 2022 and will not host a
live conference call.
Advisors
J.P. Morgan Securities LLC is acting as exclusive financial
advisor to Tufin, with White & Case LLP acting as its U.S.
legal counsel and Meitar Law Offices acting as its Israeli legal
counsel. Kirkland & Ellis LLP is serving as legal counsel to
Turn/River.
About Tufin
Tufin (NYSE: TUFN) simplifies management of some of the largest,
most complex networks in the world, consisting of thousands of
firewall and network devices and emerging hybrid cloud
infrastructures. Enterprises select the Tufin Orchestration Suite™
to increase agility despite ever-changing business demands while
reducing costs, ensuring compliance with regulations and internal
policies, and maintaining a robust security posture. A single
solution designed to meet the needs of both network and cloud
security teams, the Suite reduces the attack surface and meets the
need for greater visibility into secure and reliable application
connectivity. With over 2,000 customers since its inception,
Tufin’s network security automation enables enterprises to
implement accurate changes in minutes instead of days, while
improving their security posture and business agility.
About Turn/River Capital
Turn/River Capital is a San Francisco-based software investment
firm purpose-built for software growth. It offers flexible capital
and tailored, data-driven operational support for growth capital,
founder liquidity, buyouts, spin-outs, and recapitalizations. Built
by a team of software operators and investors who have scaled
sales, marketing, customer success and talent, Turn/River’s
playbooks reliably and rapidly unlock transformational growth,
producing market-leading companies and building lasting value. For
more information, please visit www.turnriver.com.
Important Information and Where to Find It
In connection with the proposed transaction, Tufin will prepare
a proxy statement to be delivered to its shareholders, and intends
to furnish such proxy statement to the Securities and Exchange
Commission (the “SEC”) under cover of a Report of Foreign Private
Issuer on Form 6-K. Before making any voting or investment decision
with respect to the transaction, shareholders of Tufin are urged to
read the proxy statement and the other relevant materials when they
become available because they will contain important information
about the transaction.
Forward Looking Statements
Information provided in this communication contains
forward-looking statements, within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that
involve risks and uncertainties. Forward-looking statements
include, but are not limited to: statements about the expected
timing of the acquisition, the satisfaction or waiver of any
conditions to the proposed acquisition, and about the Company’s
business and future prospects. In this context, forward-looking
statements 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. Forward-looking statements are subject to risks
and uncertainties that may cause actual results to differ
materially from those expressed or implied by the forward-looking
statements contained herein, including, but not limited to: (1) the
Company may be unable to obtain required regulatory approvals or
satisfy other conditions to the closing of the proposed merger; (2)
the proposed merger may involve unexpected costs, liabilities or
delays; (3) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (4) the ability to recognize benefits of the proposed
merger; (5) risks that the proposed merger disrupts current plans
and operations and the potential difficulties in employee retention
as a result of the proposed merger; (6) impact of the merger on
relationships with the Company’s commercial counter-parties,
including, but not limited to, its distribution partners, (7) the
significant transaction costs associated with the proposed merger
and (8) other risks that may imperil the consummation of the
merger, which may result in the merger not being consummated within
the expected time period or at all. These forward-looking
statements speak only as of the date on which such statements are
made and the Company undertakes no obligation to update any
forward-looking statement, whether as a result of new information,
future events or otherwise. For additional information about other
risks to which the Company is subject, please see the Company’s
filings or furnishings, as applicable, with the SEC, including its
most recent annual report on Form 20-F and subsequent Reports of
Foreign Private Issuer on Form 6-K.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220406005438/en/
Tufin Jackie Marcus or Michael Cummings Investor
Relations investors@tufin.com Susan Rivera Director of Corporate
Communications, Tufin susan.rivera@tufin.com Turn/River
Capital Peter Jones Bulleit Group for Turn/River Capital
peter@bulleitgroup.com
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