Thoma Bravo, LLC entered into a definitive agreement to acquire Proofpoint, Inc. (NasdaqGS:PFPT) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others for $10.9 billion on April 25, 2021. Under the terms of the agreement, Proofpoint shareholders will receive $176.00 per share in cash. Upon closing of the transaction, Proofpoint's common stock will no longer be listed on any public market. The Company will continue to be headquartered in Sunnyvale, California. Upon completion of the transaction, Proofpoint will become a private company. The transaction will be funded by debt financing provided by Goldman Sachs & Co. LLC and equity financing committed pursuant to the Equity Commitment Letter. The agreement includes a 45-day “go-shop” period expiring on June 9, 2021, which allows the Board and its advisors to actively initiate, solicit and consider alternative acquisition proposals from third parties. The Board 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. Proofpoint will receive a termination fee of $676.4 million from Thoma Bravo in case of termination; and Proofpoint will be required to pay Thoma Bravo a fee of $368.9 million if Proofpoint terminates the transaction; provided that a lower fee of $122,982,000 will apply with respect to a termination to enter into a superior proposal during the Go Shop Period. A termination fee equal to 3% of Proofpoint's equity value based on the per share merger consideration payable by Proofpoint if Proofpoint terminated the agreement in certain circumstances and a termination fee equal to 5.5% of Proofpoint's equity value based on the per share merger consideration payable by Thoma Bravo if Thoma Bravo terminated the merger agreement under certain circumstances, including if Thoma Bravo fails to secure financing for the transaction.

Proofpoint's Board of Directors unanimously approved the agreement with Thoma Bravo and recommends that Proofpoint shareholders vote in favor of the transaction at the Special Meeting of Shareholders to be called in connection with the transaction. The transaction is subject to customary closing conditions, including approval by Proofpoint shareholders, receipt of regulatory approvals, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the approval of the Merger under other applicable antitrust and foreign investment approvals and other customary conditions. The 45-day “go-shop” period under the terms of the definitive agreement expired on June 9, 2021. As of June 14, 2021, Board of Directors of Proofpoint has cancelled the 2021 Annual Meeting of Stockholders scheduled for June 15, 2021. The applicable waiting period under the HSR Act with respect to the transaction expired on June 14, 2021. On July 23, 2021, Proofpoint shareholders approved the transaction. As of August 25, 2021, Proofpoint has received all regulatory approvals required in connection with the transaction. The transaction is expected to close in the third quarter of 2021. As of August 25, 2021, the transaction is expected to close on August 30, 2021.

Morgan Stanley & Co. LLC is acting as exclusive financial advisor to Proofpoint, and Ken Kumayama, K. Kristine Dunn, Steven Sunshine, Jeffrey Gerrish, Michael Leiter, David Schwartz, Nathan Giesselman and Mike Ringler of Skadden, Arps, Slate, Meagher & Flom LLP is acting as its legal counsel. Financing for the transaction is being provided by Goldman Sachs & Co. LLC. Goldman Sachs & Co. LLC is also serving as financial advisor to Thoma Bravo, and Corey Fox, Bradley Reed, Peter Stach and Erika López of Kirkland & Ellis LLP is serving as its legal counsels. Morgan Stanley & Co. LLC acted as fairness opinion provider to Proofpoint. Christopher Dillon of Gibson Dunn & Crutcher LLP advised Morgan Stanley & Co. LLC. Proofpoint has agreed to pay Morgan Stanley a fee of approximately $78 million for its services, $16 million of which has been paid following delivery of the opinion. Proofpoint has retained D.F. King & Co., Inc. to assist in soliciting proxies at a fee of $15,000, plus costs and expenses.

Thoma Bravo, LLC completed the acquisition of Proofpoint, Inc. (NasdaqGS:PFPT) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others on August 31, 2021. Proofpoint common stock has ceased trading and is no longer listed on the Nasdaq stock exchange. As a result of the transaction, at the Effective Time, Dana Evan, Jonathan Feiber, Kristen Gil, Kevin Harvey, Michael Johnson, Leyla Seka, Richard Wallace and Elizabeth Rafael each ceased to be directors of Proofpoint and members of any committee of Proofpoint's Board of Directors.