Fenwick, Kirkland Steer $2.1 Billion Imperva Take-Private Deal

Cybersecurity firm Imperva Inc. said Wednesday it will go private in a $2.1 billion deal with technology focused investment firm Thoma Bravo LLC, with Fenwick & West LLP guiding the seller and Kirkland & Ellis LLP representing the buyer.

Under the terms of the deal, Thoma Bravo will pay $55.75 for each share of California-based Imperva, representing a premium of nearly 30 percent on the company’s stock price at the close of trading Tuesday.

The deal will see Thoma Bravo pick up a business focused on the protection of data and applications across cloud-based, on-site and hybrid platforms. The company provides a number of protection-based services and products including firewalls, bot protections and analytics tools.

“This transaction will provide immediate and substantial value to Imperva stockholders,” Imperva President and CEO Chris Hylen said in a statement Wednesday. “The company will have greater flexibility to focus on executing our long-term strategy. We are excited to begin our partnership with Thoma Bravo.”

Imperva said the deal provides for a 45-day “go-shop” period, during which the company can solicit and review other offers and negotiate with third parties. While Imperva has the ability to call off the agreement with Thoma Bravo and enter into a superior deal during that time, the cybersecurity company noted that there is no guarantee that such an offer will materialize.

Barring a superior offer, Imperva said its deal with Thoma Bravo is expected to close toward the end of the fourth quarter of 2018 or in the beginning of 2019.

According to Imperva, the company’s headquarters will remain in Redwood Shores, California, and its executive management team will continue in its same role after the deal’s completion.

“Thoma Bravo has long admired Imperva's innovative products and strong market position,” Thoma Bravo managing partner Seth Boro said in the statement. “As a leading company that protects data and applications, regardless of whether they live in the cloud, on-premise or in a hybrid environment, Imperva is ahead of the curve from the rest of the cybersecurity industry, and we're thrilled with this exciting partnership.”

The deal for Imperva represents the latest in a series of link-ups between Thoma Bravo and Kirkland.

For example, the law firm guided Thoma Bravo when it sold off hospitality software company TravelClick Inc. in August. The private equity firm raked in $1.52 billion for the sale to Spanish hotel and travel technology services firm Amadeus IT Group SA.

Kirkland and Thoma Bravo also worked together on a $1.1 billion tie-up in May that saw the private equity firm deal accounting, tax and capital budgeting services firm PowerPlan Inc. to Roper Technologies Inc. In November 2017, Kirkland again guided Thoma Bravo, this time in its $1.6 billion acquisition of Barracuda Networks Inc.

Imperva is represented by a Fenwick & West LLP team including corporate partners Dave Bell and Ken Myers and associates Bomi Lee, Brian Kelly, Zach Portnoy, Isabel de Roza and Lisa Richards; executive compensation and employee benefits partner Scott Spector and associates Elizabeth Gartland, Laura McIntyre and Ariel Gaknoki; IP and tech transactions partner Jonathan Millard and associates Russell Wong, Ed Heffernan, Julia Chung and Emily Lippincott; antitrust partner Mark Ostrau and associate Ashley Walter; securities litigation partners Dean Kristy and Felix Lee and associate Jane Jiang; and tax partner Larissa Neumann and associate Ora Grinberg.

Qatalyst Partners is serving as financial adviser to Imperva.

Thoma Bravo is represented by a Kirkland & Ellis LLP team including corporate partners Gerald Nowak, Bradley Reed, Corey Fox and Peter Stach and associates Amelia Runyan Davis, John Zukin and Andrew Kang.