Imperva Announces Agreement to Be Acquired by Thoma Bravo

Upon closing, Imperva will operate as a privately-held company with a continued focus to lead the fight to keep data and applications safe from cybercriminals

REDWOOD SHORES, Calif.–Imperva, Inc. (NASDAQ: IMPV), a leading global provider of best-in-class cybersecurity solutions on-premises, in the cloud and across hybrid environments, today announced it entered into a definitive agreement to be acquired by leading private equity technology investment firm Thoma Bravo, LLC. Upon the close of the transaction, Imperva will operate as a privately-held company with the flexibility to focus on execution and drive to be a world-class profitable growth company.

Under the terms of the agreement, Imperva stockholders will receive $55.75 per share in cash in a transaction valued at approximately $2.1 billion. Imperva’s Board of Directors unanimously approved the agreement and believes the transaction will maximize stockholder value.

“Thoma Bravo has an excellent track record of supporting and adding value to leading cybersecurity companies, and we are delighted to bring on a partner with their caliber of strategic expertise,” said Chris Hylen, President and CEO of Imperva. “This transaction will provide immediate and substantial value to Imperva stockholders. The company will have greater flexibility to focus on executing our long-term strategy. We are excited to begin our partnership with Thoma Bravo.”

“Thoma Bravo has long admired Imperva’s innovative products and strong market position,” said Seth Boro, a Managing Partner at Thoma Bravo. “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.”

“Digital transformations are occurring in virtually every industry and at accelerating speeds. Software applications and data are at the epicenter of this new digital economy and are increasingly under cyberattack. We believe Imperva’s market leading technology will continue to play a huge role in protecting the broader digital economy,” said Chip Virnig, a Partner at Thoma Bravo. “Our expertise and track record investing in cybersecurity fits squarely with Imperva’s long-term roadmap, and we look forward to advancing the Company’s market position in this rapidly-growing security segment.”

Imperva will maintain its corporate headquarters in Redwood Shores, California and continue to be led by its current executive team.

Terms

Imperva stockholders will receive $55.75 per share in cash upon the closing. The transaction is valued at approximately $2.1 billion and is currently expected to close late in the fourth quarter of 2018 or early in the first quarter of 2019, subject to approval by Imperva’s stockholders and regulatory authorities and the satisfaction of customary closing conditions.

The merger agreement provides for a 45-day “go-shop” period, during which Imperva’s Board and advisors may actively solicit alternative acquisition proposals and enter into negotiations with other parties. During this period, Imperva will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. There can be no assurance this 45-day “go-shop” period will result in a superior proposal. Imperva does not intend to disclose developments about this process unless and until its Board has made a decision with respect to any potential superior proposal.

For further information regarding the terms and conditions of the definitive merger agreement, please see Imperva’s Current Report on Form 8-K filed in connection with this transaction.