Item 8.01 Other Events.
On July 23, 2021, Proofpoint, Inc., a Delaware corporation ("Proofpoint"),
issued a press release announcing that its stockholders voted to approve the
previously announced Agreement and Plan of Merger, made and entered into as of
April 25, 2021, by and among the Company, Proofpoint Holdings, LP (f/k/a Project
Kafka Parent, LLC and Proofpoint Parent, LLC), a Delaware limited partnership
("Parent"), and Project Kafka Merger Sub, Inc., a Delaware corporation and
wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub
will merge with and into the Company (the "Merger"), with the Company surviving
the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are
affiliates of funds advised by Thoma Bravo, L.P. ("Thoma Bravo"). A copy of the
press release is attached as Exhibit 99.1 and incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of
the federal securities laws, including Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements are based on Proofpoint's current
expectations, estimates and projections about the expected date of closing of
the proposed transaction and the potential benefits thereof, its business and
industry, management's beliefs and certain assumptions made by Proofpoint and
Thoma Bravo, all of which are subject to change. In this context,
forward-looking statements often address expected future business and financial
performance and financial condition, and often contain words such as "expect,"
"anticipate," "intend," "plan," "believe," "could," "seek," "see," "will,"
"may," "would," "might," "potentially," "estimate," "continue," "expect,"
"target," similar expressions or the negatives of these words or other
comparable terminology that convey uncertainty of future events or outcomes. All
forward-looking statements by their nature address matters that involve risks
and uncertainties, many of which are beyond our control, and are not guarantees
of future results, such as statements about the consummation of the proposed
transaction and the anticipated benefits thereof. These and other
forward-looking statements, including the failure to consummate the proposed
transaction or to make or take any filing or other action required to consummate
the transaction on a timely matter or at all, are not guarantees of future
results and are subject to risks, uncertainties and assumptions that could cause
actual results to differ materially from those expressed in any forward-looking
statements. Accordingly, there are or will be important factors that could cause
actual results to differ materially from those indicated in such statements and,
therefore, you should not place undue reliance on any such statements and
caution must be exercised in relying on forward-looking statements. Important
risk factors that may cause such a difference include, but are not limited to:
(i) the completion of the proposed transaction on anticipated terms and timing,
including obtaining shareholder and regulatory approvals, anticipated tax
treatment, unforeseen liabilities, future capital expenditures, revenues,
expenses, earnings, synergies, economic performance, indebtedness, financial
condition, losses, future prospects, business and management strategies for the
management, expansion and growth of Proofpoint's business and other conditions
to the completion of the transaction; (ii) the impact of the COVID-19 pandemic
on Proofpoint's business and general economic conditions; (iii) Proofpoint's
ability to implement its business strategy; (iv) significant transaction costs
associated with the proposed transaction; (v) potential litigation relating to
the proposed transaction; (vi) the risk that disruptions from the proposed
transaction will harm Proofpoint's business, including current plans and
operations; (vii) the ability of Proofpoint to retain and hire key personnel;
(viii) potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the proposed transaction;
(ix) legislative, regulatory and economic developments affecting Proofpoint's
business; (x) general economic and market developments and conditions; (xi) the
evolving legal, regulatory and tax regimes under which Proofpoint operates;
(xii) potential business uncertainty, including changes to existing business
relationships, during the pendency of the merger that could affect Proofpoint's
financial performance; (xiii) restrictions during the pendency of the proposed
transaction that may impact Proofpoint's ability to pursue certain business
opportunities or strategic transactions; and (xiv) unpredictability and severity
of catastrophic events, including, but not limited to, acts of terrorism or
outbreak of war or hostilities, as well as Proofpoint's response to any of the
aforementioned factors. These risks, as well as other risks associated with the
proposed transaction, are more fully discussed in the proxy statement filed with
the U.S. Securities and Exchange Commission in connection with the proposed
transaction. While the list of factors presented here is, and the list of
factors presented in the proxy statement is, considered representative, no such
list should be considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional obstacles to
the realization of forward looking statements. Consequences of material
differences in results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and similar risks,
any of which could have a material adverse effect on Proofpoint's financial
condition, results of operations, or liquidity. Proofpoint does not assume any
obligation to publicly provide revisions or updates to any forward-looking
statements, whether as a result of new information, future developments or
otherwise, should circumstances change, except as otherwise required by
securities and other applicable laws.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release, dated July 23, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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