Thoma Bravo has agreed to acquire Entrust (Nasdaq: ENTU), a Dallas–based company that secures digital identities and information for consumers, enterprises and governments. The deal’s total equity value is $114 million, with Entrust stockholders to receive $1.85 per share. Barclays Capital is advising Entrust, which may solicit alternative offers over the next 30 days.
Entrust (Nasdaq: ENTU), a world leader in securing digital identities and information, today announced it has entered into a definitive agreement to be acquired by an affiliate of Thoma Bravo, LLC in a transaction with a total equity value of $114 million.
Under the terms of the agreement, Entrust’s shareholders will receive $1.85 in cash for each share of Entrust common stock they hold, representing a premium of approximately 22.4 percent over Entrust’s average closing share price of $1.51 during the 30 trading days ending April 9, 2009 and 25.8 percent over Entrust’s average closing share price of $1.47 during the 90 trading days ending April 9, 2009.
The board of directors of Entrust has approved the merger agreement and resolved to recommend that Entrust’s shareholders adopt the agreement.
“After an extensive review of our strategic alternatives, Entrust’s board of directors has determined that this transaction provides for the best value to shareholders,” said Michael McGrath, chairman of Entrust.
“In addition to delivering value to Entrust’s shareholders, the partnership with Thoma Bravo also creates clear value for Entrust’s employees and customers,” said Bill Conner, President and CEO of Entrust. “Entrust’s customers will benefit from our increased focus on developing our key platforms — Risk Based Authentication and Fraud Detection, PKI and our Certificate Services — that grow as their security requirements evolve.”
“Thoma Bravo looks forward to strengthening Entrust’s global leadership position in each of its three security solutions platform areas,” said Scott Crabill, managing partner of Thoma Bravo.
“We will work closely with Entrust’s management team and employees to deliver increased value for customers and enhance growth of the business,” added Seth Boro, principal of Thoma Bravo.
The transaction is subject to customary conditions to closing, including the approval of Entrust stockholders and requisite regulatory approvals. There is no financing condition to the obligations of Thoma Bravo to consummate the transaction, and equity and debt commitments for the merger consideration have been received.
The agreement contains a provision under which Entrust may solicit alternative proposals from third parties during the next 30 calendar days.
Barclays Capital serves as financial advisor to Entrust.
Entrust (Nasdaq: ENTU) secures digital identities and information for consumers, enterprises and governments in more than 2,000 organizations spanning 60 countries. Leveraging a layered security approach to address growing risks, Entrust solutions help secure the most common digital identity and information protection pain points in an organization. These include SSL, authentication, fraud detection, shared data protection and e-mail security. For information, call 888-690-2424, e-mail Entrust@Entrust.com or visit www.Entrust.com.
Entrust is a registered trademark of Entrust, Inc. in the United States and certain other countries. In Canada, Entrust is a registered trademark of Entrust Limited. All Entrust product names are trademarks or registered trademarks of Entrust, Inc. or Entrust Limited. All other company and product names are trademarks or registered trademarks of their respective owners.
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 28 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. Through a series of private equity funds, Thoma Bravo currently manages approximately $2.5 billion of equity capital. In the software industry, Thoma Bravo has completed 38 acquisitions across 12 platform companies with total annual earnings in excess of $600 million. For more information on Thoma Bravo, visit www.thomabravo.com.