Permira entered into a definitive agreement to acquire Mimecast Limited (NasdaqGS:MIME) for $5.3 billion on December 7, 2021. Under the terms, Permira will acquire all outstanding ordinary shares of Mimecast for $80.00 per share in an all-cash transaction. Agreement includes a 30-day “go-shop” period expiring on January 6, 2022. During this period, Special Committee and its advisors will actively initiate, solicit, encourage, and evaluate alternative acquisition proposals, and potentially enter into negotiations with any parties that may offer alternative acquisition proposals. Blackstone Credit and funds managed by Ares Management Corporation's Credit Group are providing committed debt financing to the Permira funds. Blackstone Inc. and Ares Management Corp. have provided a $2 billion loan to help fund the acquisition of Mimecast Ltd. by Permira. Mimecast will have the right to terminate the agreement to enter into a superior proposal subject to the terms and conditions of the agreement. Upon completion of the transaction, Mimecast will become a privately held company and the ordinary shares of Mimecast will no longer be listed on any public market. The Company will be required to pay Buyer a fee of $216,825,000; provided that if the Company terminates the Agreement. Transaction follows a strategic process overseen and directed by an independent Special Committee of the Board of Directors that included discussion with a number of strategic and financial parties. Permira partnering with the Mimecast team to accelerate the product roadmap and expand the go-to-market organization in order to drive further growth. Transaction was was approved and recommended by an independent Special Committee, and then approved by the Mimecast Board of Directors. As of January 17, 2022, Mimecast has attracted a higher takeover bid during the go-shop period but rejected the rival offer over regulatory concerns. Transaction is subject to customary closing conditions, including approval by Mimecast shareholders and receipt of regulatory approvals like Committee on Foreign Investment in the United States andHart-Scott-Rodino Antitrust Improvements approval from Transaction is expected to close in the first half of 2022. The Scheme Meeting will be held on March 11, 2022. As on March 11, 2022, special meeting that its shareholders voted to approve the company's pending acquisition by funds advised by Permira. Based on a preliminary tabulation of the shareholder vote, approximately 99.76% of votes cast were in favor of the proposed transaction, representing approximately 75.30% of all outstanding shares. The final voting results on the proposals voted on at the special meeting will be set forth in a Form 8-K filed by Mimecast with the U.S. Securities and Exchange Commission. As of April 1, 2022, the Committee on Foreign Investment in the United States has approved the transaction. As of April 7, 2022, the South Africa Competition Commission has approved the transaction. As of April 14, 2022, the UK Department for Business, Energy and Industrial Strategy has approved the transaction. The transaction is subject to the approval of the Royal Court of Jersey and the hearing is scheduled on May 18, 2022. As of February 3, 2022, The transaction remains on track to close in the first half of 2022. In light of this transaction, Mimecast will not be hosting an earnings conference call to discuss these results and Mimecast will not be providing guidance for the fourth quarter and fiscal year 2022.

Citi is serving as exclusive financial advisor and fairness opinion provider to Mimecast, and Stuart M. Cable, Mark Opper and Lillian Kim of Goodwin Procter LLP is acting as legal counsel. Qatalyst Partners is acting as lead financial advisor to Permira and BofA Securities, J.P. Morgan Securities LLC and RBC Capital Markets, LLC are serving as financial advisors. Blackstone Credit and funds managed by Ares Management Corporation's Credit Group are providing committed debt financing to the Permira funds. Amber Banks (Meek), Neil Caddy, Michael T. Gershberg, Christian Kleeberg, J. Christian Nahr, Dan Oates, Nathaniel L. Asker, Tobias Caspary, Jason R. Ertel, Amir R. Ghavi, Michael J. Anstett, Joshua D. Roth, Alan S. Kaden, Peter Breschendorf, Michael Schneider, Thorsten H. Stuecklin, Melissa A. Meyrowitz, Michael A. Kleinman and Brian T. Mangino of Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal counsel to Permira.

Permira completed the acquisition of Mimecast Limited (NasdaqGS:MIME) on May 19, 2022