Summary
- NASDAQ-listed cybersecurity company Proofpoint will become private after the transaction.
- Thoma Bravo will pay US$176 per share in cash to Proofpoint shareholders, a premium of 34 percent.
- The deal, which got approval from Proofpoint’s board, is expected to be closed in the third quarter of 2021.
- Proofpoint reported 15 percent year-over-year growth in its first-quarter total revenue to US$287.8 million.
Shares of cybersecurity company Proofpoint Inc. (NASDAQ:PFPT) rose over 31 percent on Wall Street after it agreed to be acquired by private equity firm Thoma Bravo in a deal valuing the company at approximately US$12.3 billion.
The Chicago-based private equity investment firm will pay US$176 per share in cash to Proofpoint shareholders. The offer price represents a premium of approximately 34 percent over Proofpoint’s closing share price of US$131.78 on Friday.
Thoma Bravo, which focuses on the software and the technology-enabled services sector, has more than US$76 billion in assets under management as of Dec. 31, 2020. Its recent acquisitions include data integration company Talend, customer service intelligence company Calabrio and real estate software and data analytics provider RealPage.
Once the transaction is completed, Proofpoint will become a private company. It will not be listed on any public market.
The deal is expected to be completed in the third quarter of 2021, subject to customary closing conditions, including regulatory and shareholder approvals.
Proofpoint’s board approved the transaction unanimously and has recommended the shareholders to vote in favor of the deal.
The California-based Proofpoint provides software as a service to protect emails, data on cloud, social media and mobile devices. Its competitors include NortonLifeLock Inc, Barracuda Networks and Microsoft. The company recorded US$1.05 billion in annual revenue in 2020.

Source: EODHD/Others, Proofpoint's annual revenue since 2007.
First quarter results
Proofpoint’s first-quarter total revenue grew 15 percent year over year to US$287.8 million. Total billings increased to US$276.7 million from US$238 million in the year-ago period.
The company’s GAAP net loss during the three months period narrowed to US$45.3 million, or 79 cents per share, compared to a net loss of US$66.8 million, or $1.17 per share in the first quarter of 2020.
Non-GAAP net income rose to US$31.5 million, or 49 cents per share, from US$24.4 million, or 38 cents per share in the year-ago period.
Proofpoint shares closed at US$172.70 on Monday.