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| SonicWALL Enters into Merger Agreement with Thoma Bravo and Ontario Teachers' Pension Plan | |
| Posted: Thu Jun 03, 2010 03:48:00 PM | |
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Shareholders to receive $11.50 per share in cash; transaction valued at approximately $717 million June 2 - SonicWALL, Inc, a leading provider of IT security and data backup and recovery solutions, today announced it has entered into a definitive agreement to be acquired by an investor group led by Thoma Bravo, LLC in a transaction valued at approximately $717 million. The SonicWALL Board of Directors unanimously approved the agreement and recommends that the Company's shareholders approve the transaction. Under the terms of the agreement, SonicWALL shareholders will receive $11.50 in cash for each share of SonicWALL common stock they hold, representing a premium of approximately 28% over the Company's most recent closing price, and approximately a 63% premium over the Company's enterprise value. The investor group is led by Thoma Bravo, LLC and includes the Ontario Teachers' Pension Plan (Teachers') through its private investor department, Teachers' Private Capital. "Our agreement with Thoma Bravo represents an attractive valuation for our shareholders, and we look forward to closing the transaction as quickly as possible," said Matthew Medeiros, SonicWALL's President and Chief Executive Officer. "A partnership with Thoma Bravo will strengthen our focus on delivering the most advanced and highest quality solutions to our customers." "Thoma Bravo and Teachers' Private Capital are excited to partner with SonicWALL to continue building the company into a leader in the IT security market," said Seth Boro, a Principal at Thoma Bravo. "We look forward to working with SonicWALL to accelerate the company's organic growth strategy and to pursue a consolidation strategy in the network security market as well as adjacent markets," added Robert Sayle, a Vice President at Thoma Bravo. "Thoma Bravo and Teachers' Private Capital will continue to support SonicWALL's efforts to increase its customer value through product innovation and world-class customer support," said Neil Petroff, Teachers' Executive Vice-President and Chief Investment Officer. The transaction is subject to customary closing conditions, including requisite regulatory approvals and approval of SonicWALL shareholders. The transaction is not subject to a financing condition. SonicWALL expects the transaction to close in the Company's fiscal quarter ending September 30, 2010, or early in the fiscal quarter ending December 31, 2010. Centerview Partners LLC served as exclusive financial advisor to SonicWALL and provided a fairness opinion to the Company's Board of Directors. Kirkland & Ellis LLP provided legal counsel to Thoma Bravo. Fenwick & West LLP provided legal counsel to SonicWALL. About SonicWALL, Inc. Guided by its vision of Dynamic Security for the Global Network, SonicWALL develops advanced intelligent network security and data protection solutions that adapt as organizations evolve and as threats evolve. Trusted by small and large enterprises worldwide, SonicWALL solutions are designed to detect and control applications and protect networks from intrusions and malware attacks through award-winning hardware, software and virtual appliance-based solutions. About Thoma Bravo, LLC Thoma Bravo is a leading private equity investment firm that has been providing equity and strategic support to experienced management teams building growing companies for more than 29 years. The firm originated the concept of industry consolidation investing, which seeks to create value through the strategic use of acquisitions to accelerate business growth. Thoma Bravo applies its investment strategy across multiple industries with particular focus on the software and services sectors. In the software industry, Thoma Bravo has completed 40 acquisitions across 14 platform companies with total annual earnings in excess of $700 million. About Teachers' Private Capital Teachers' Private Capital, the private investment department of the Ontario Teachers' Pension Plan, is one of the world's largest private equity investors, having participated as a long-term investor in numerous transactions in Canada, the United States and Europe. Current investments of Teachers' Private Capital include: Acorn Care & Education, Alliance Laundry Systems, Aquilex Corporation, General Nutrition Centers, Inc., Easton-Bell Sports, Exal Group, GCAN Insurance, Maple Leaf Sports & Entertainment, Munchkin, National Bedding Company (Serta) and Simmons Bedding Company, among others. Teachers' Private Capital provides long-term, flexible capital and support to high-quality management teams seeking to grow and add value to their businesses over time. With net assets of C$96.4 billion at December 31, 2009, the Ontario Teachers' Pension Plan is an independent organization responsible for investing the pension fund and administering the pensions of Ontario's 289,000 active and retired teachers. |