Item 8.01 Other Events.
On September 19, 2022, KnowBe4, Inc. (the "KnowBe4") issued a press release
confirming that on September 16, 2022, KnowBe4 received a non-binding proposal
from Vista Equity Partners Management, LLC (collectively with its affiliates,
"Vista") to acquire all of the outstanding shares of KnowBe4 not already owned
by Vista for a price of $24.00 per share, payable in cash. In response to an
inquiry from Vista, the board of directors of KnowBe4 (the "Board") formed a
special committee, comprised solely of independent directors (the "Special
Committee") to engage with Vista and take other actions that it deems
appropriate, with the assistance of independent financial and legal advisors.
Consistent with its mandate, and in consultation with its legal and financial
advisors, the Special Committee will carefully review the Vista proposal and
other potential value creation opportunities to determine the course of action
that it believes is in the best interest of KnowBe4 and its stockholders. There
is no certainty that any transaction will be consummated and KnowBe4 does not
expect to make further public comment regarding these matters unless and until
the Special Committee has concluded its review.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated September 19, 2022
104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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