London—Thoma Bravo, a leading software investment firm, today announced it has reached an agreement with the Board of Directors at Darktrace, a global leader in cybersecurity artificial intelligence, on the terms of an all-cash acquisition of the entire issued, and to be issued, ordinary share capital of Darktrace.

The offer represents a premium of 20% over Darktrace’s closing share price of 517 pence, which is the last trading day prior to the announcement, 148.1% to the IPO price of 250 pence per Darktrace Share on 30 April 2021; and 44.3% to the volume-weighted average price of 429.9 pence per Darktrace Share for the three-month period ended 25 April 2024 (being the last Business Day before the date of this announcement). The Acquisition implies an enterprise value of approximately $4,992 million, a multiple of approximately 34 times Darktrace’s Adjusted EBITDA for the twelve months ended 31 December 2023 of $146 million.

Darktrace, a company listed on the Main Market of the London Stock Exchange, is a global leader in cybersecurity artificial intelligence. Thoma Bravo recognises that Darktrace is a pioneer in using self-learning artificial intelligence to neutralise cyber threats and automate responses to cyber incidents, leveraging its long-standing research and development expertise. Rather than study historic attacks, Darktrace’s technology continuously learns and updates its knowledge of an organisation’s business data and applies that understanding to help transform security operations to a state of proactive cyber resilience. As a result, Darktrace has become a leader in cybersecurity artificial intelligence now providing a full lifecycle approach to cybersecurity enabling its 9,400 customers to identify, stop and respond to all known and unknown threats, across all aspects of an organisation’s cybersecurity tools.

Andrew Almeida, A Partner at Thoma Bravo, said:
“Darktrace is at the very cutting edge of cybersecurity technology, and we have long been admirers of its platform and capability in artificial intelligence. The pace of innovation in cybersecurity is accelerating in response to cyber threats that are simultaneously complex, global and sophisticated. Darktrace is driven by a culture of innovation and we are excited by the opportunity to work alongside Darktrace’s team and accelerate its development into a scaled, global leader, further strengthening its capability and offer to customers. Thoma Bravo has been investing exclusively in software for over twenty years and we will bring to bear the full range of our platform, operational expertise and deep experience of cybersecurity in supporting Darktrace’s growth.”

This press release should be read in conjunction with the Rule 2.7 announcement available on the London Stock Exchange RNS and Investor Relations section of Darktrace's website here.

Kirkland & Ellis International LLP is acting as legal adviser to Bidco and Thoma Bravo, L.P. Goldman Sachs International and Goldman Sachs & Co. LLC are acting as financial adviser to Bidco and Thoma Bravo, L.P.

Enquiries:
FGS Global (PR adviser to Thoma Bravo and Bidco)
Faeth Birch
Alastair Elwen
ThomaBravo-UK@fgsglobal.com
Tel: +44 (0) 20 7251 3801

About Thoma Bravo
Thoma Bravo is one of the largest software-focused investors in the world, with over US$138 billion in assets under management as of December 31, 2023. Through its private equity, growth equity and credit strategies, the firm invests in growth-oriented, innovative companies operating in the software and technology sectors. Leveraging Thoma Bravo’s deep sector knowledge and strategic and operational expertise, the firm collaborates with its portfolio companies to implement operating best practices and drive growth initiatives. Over the past 20+ years, the firm has acquired or invested in more than 465 companies representing approximately US$260 billion in enterprise value (including control and non-control investments). The firm has offices in Chicago, London, Miami, New York and San Francisco. For more information, visit Thoma Bravo’s website at thomabravo.com.

About Darktrace
Darktrace is a global leader in cybersecurity artificial intelligence, with a mission to free the world from cyber disruption. The Darktrace ActiveAI Security Platform provides a full lifecycle approach to cyber resilience that, within seconds, can autonomously spot and respond to known and unknown in-progress threats across an organisation’s entire ecosystem, including cloud, apps, email, endpoint, network and operational technology. Darktrace’s research and development teams have made breakthrough innovations resulting in over 175 patent applications filed. The Darktrace Group, employs over 2,300 people around the world and protects over 9,400 customers globally from advanced cyber threats. The Darktrace Group is headquartered in Cambridge, UK with offices in 24 countries across Europe, Americas, Asia-Pacific.