Google LLC signed a definitive agreement to acquire Mandiant, Inc. (NasdaqGS:MNDT) from a group of shareholders for $5.9 billion on March 7, 2022. Google will acquire Mandiant for $23 per share, in an all-cash transaction valued at approximately $5.4 billion, net of cash and debt. Upon the close of the acquisition, Mandiant will join Google Cloud. Post-acquisition, Mandiant surviving the Merger as a wholly owned subsidiary of Google. In case of termination of the transaction under certain circumstances, Google will be required $460 million and Mandiant will be required to pay a fee of $197 million.
The acquisition of Mandiant is subject to customary closing conditions, including the receipt of Mandiant stockholder and regulatory approvals, the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and clearance under the antitrust and foreign investment laws of certain non-United States jurisdictions. The board of directors of Google approved the transaction and Mandiant's board unanimously approved the transaction. On March 21, 2022, Mandiant and Google filed the Notification and Report Forms required under the HSR Act with the Department of Justice (the DOJ) and the Federal Trade Commission. On April 20, 2022, Mandiant and Google each received a request for additional information (the Second Request) from the DOJ in connection with the DOJ's review of the merger. The issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both Mandiant and Google have substantially complied with the Second Request, unless the waiting period is terminated earlier by the DOJ or extended by agreement of Mandiant and Google. On July 15, 2022, the DOJ granted early termination of the waiting period under the HSR Act with respect to the transaction. As of August 11, 2022, the Australian Competition & Consumer Commission (ACCC) did not oppose the proposed acquisition. The transaction is expected to close later this year. As of April 20, 2022, the transaction is expected to close in 2022.
MacKenzie Partners, Inc. acted as information agent with a service fee of $17,500, American Stock Transfer & Trust Company, LLC acted as transfer agent and Goldman Sachs & Co. LLC is acting as exclusive financial advisor and fairness opinion provider to Mandiant. Steven E. Bochner, Mark Bass, Sriram Krishnamurthy, Gregory P. Broome, Joshua F. Gruenspecht, Seth Cowell, Adam Shevell, Matt Staples, Erik F. Franks, Michael A. Rosati, Ryan J. Greecher, Martin R. Sul, Jahna Hartwig, Douglas K. Schnell, Melissa V. Hollatz and Katherine H. Ku of Wilson Sonsini Goodrich & Rosati P.C. are acting as legal advisors to Mandiant. Ethan A. Klingsberg and Paul M. Tiger of Freshfields Bruckhaus Deringer US LLP acted as legal advisors to Google. Anthony F. Vernace of Simpson Thacher & Bartlett LLP acted as legal advisor to Blackstone Inc. Cleary Gottlieb Steen & Hamilton LLP provided antitrust counsel to Google. The engagement letter between Mandiant and Goldman Sachs provides for a transaction fee of approximately $73 million, all of which is contingent upon consummation of the merger. Alison S. Ressler, John L. Savva of Sullivan & Cromwell LLP counsel to Goldman Sachs & Co. LLC.
Google LLC completed the acquisition of Mandiant, Inc. (NasdaqGS:MNDT) from a group of shareholders on September 12, 2022.