Proofpoint Merger Filed Including Material Adverse Cap on Divestitures

Analyzing the Proofpoint merger that was filed with the SEC on April 27, our M&A by Reorg team provides a few takeaways from the definitive agreement where Thoma Bravo, private equity and growth capital firm with offices in San Francisco, Chicago and Miami, is set for an acquisition of the company for an all-cash transaction valued at approximately $12.3B.  The terms of the Proofpoint merger agreement take into consideration Thoma Bravo’s divestiture obligations which are capped at a material adverse effect. Additionally, the Proofpoint merger agreement includes termination fees for both Thoma Bravo and Proofpoint at $369M and $676M respectively as well as a clause in the case that a superior proposal is entered into by Proofpoint.

Our M&A team also thoroughly analyzes the transaction details including the consideration, the closing conditions, the limitations on divestitures and regulatory best efforts, timing, the company termination fee and more. To read our full analysis of Proofpoint merger situation as well as our M&A team’s analysis and reporting on hundreds of other mergers and acquisitions click through to the article and request a trial: 

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