In a groundbreaking move, Everbridge, Inc. (Nasdaq: EVBG), a global leader in critical event management (CEM) and national public warning solutions, has entered into a definitive agreement to be acquired by Thoma Bravo, a leading software investment firm. This all-cash transaction values Everbridge at approximately $1.5 billion and is expected to accelerate the company's growth and innovation during a time of increased global uncertainty and prioritization of public safety.
Transaction Overview
Under the terms of the agreement, Everbridge shareholders will receive $28.60 per share in cash. This purchase price represents a 32% premium to Everbridge's volume-weighted average share price over the past 90 days. The transaction is anticipated to close in the second quarter of 2024, subject to customary closing conditions, including approval by Everbridge shareholders and regulatory approvals. Notably, the agreement includes a 25-day "go-shop" period, allowing Everbridge to solicit alternative acquisition proposals from other parties.
Strategic Benefits and Future Prospects
Accelerated Growth and Innovation
David Wagner, President and CEO of Everbridge, emphasized that joining Thoma Bravo marks a pivotal moment for the company. With Thoma Bravo's extensive experience in the risk, compliance, and safety sectors, Everbridge is poised to enhance its offerings and expand its market reach. The acquisition aims to empower Everbridge to navigate critical events more effectively, helping organizations worldwide to maintain safety and operational continuity.
Enhanced Value for Shareholders
David Henshall, Chairman and Lead Independent Director of Everbridge's Board of Directors, expressed confidence in the transaction, highlighting the immediate and compelling value it provides to shareholders. The Everbridge Board's continuous evaluation of strategic opportunities has culminated in this agreement, which reflects their commitment to maximizing value and certainty for shareholders.
Thoma Bravo's Vision and Expertise
Hudson Smith, Partner at Thoma Bravo, and Matt LoSardo, Principal at Thoma Bravo, both expressed enthusiasm about the partnership. They underscored Thoma Bravo's commitment to supporting Everbridge's growth initiatives and leveraging its software and operational competencies to drive innovation and profitability. The collaboration is expected to build on Everbridge's strong foundation and propel the company into a new era of growth and success.
Everbridge's Legacy and Market Position
Founded in the aftermath of 9/11, Everbridge's mission has always been to keep people safe and organizations running during critical situations. Its suite of Software-as-a-Service (SaaS) products encompasses mass notification, IT incident management, travel risk management, physical security information management, population alerting, and risk intelligence. This comprehensive portfolio has positioned Everbridge as a trusted partner for over 6,500 customers across various industries, including financial services, manufacturing, retail, transportation, energy, and government bodies.
Transaction Details and Next Steps
The transaction, approved by Everbridge's Board of Directors, is not subject to a financing condition. Upon completion, Everbridge will become a privately held company, and its common stock will no longer be listed on any public stock exchange. The company will continue to operate under the Everbridge name and brand.
Advisors
Qatalyst Partners is serving as the financial advisor, and Cooley LLP is acting as legal counsel to Everbridge. Kirkland & Ellis LLP is serving as legal counsel to Thoma Bravo.
About Everbridge
Everbridge (Nasdaq: EVBG) empowers enterprises and government organizations to anticipate, mitigate, respond to, and recover from critical events. In today's unpredictable world, resilient organizations minimize the impact on people and operations, absorb stress, and return to productivity faster using critical event management technology. Everbridge combines intelligent automation with comprehensive risk data to keep people safe and organizations running. For more information, visit Everbridge, read the company's blog, and follow them on LinkedIn.
About Thoma Bravo
Thoma Bravo is one of the world's largest software investors, managing approximately $134 billion in assets as of September 30, 2023. The firm invests in growth-oriented companies in the software and technology sectors, leveraging its deep sector knowledge and strategic expertise to drive growth. Thoma Bravo has acquired or invested in over 455 companies representing more than $255 billion in enterprise value. For more information, visit Thoma Bravo.
Additional Information and Where to Find It
Everbridge intends to file a proxy statement on Schedule 14A in connection with the proposed merger. After the proxy statement is declared effective by the SEC, it will be delivered to Everbridge stockholders. Investors are urged to read the proxy statement and other relevant documents when they become available, as they will contain important information about the proposed merger. These documents will be available on the SEC's website and Everbridge's Investor Relations website.
Forward-Looking Statements
This communication includes forward-looking statements based on current expectations and assumptions regarding the proposed transaction with Project Emerson Parent LLC. These statements are subject to various risks and uncertainties, and actual results may differ materially from those projected. Investors should consider these risks and uncertainties before making any decisions. Everbridge assumes no obligation to update these forward-looking statements except as required by law.
Participants in the Solicitation
Everbridge and its directors and executive officers may be deemed participants in the solicitation of proxies regarding the proposed transaction. Information about these participants is set forth in Everbridge's Annual Report on Form 10-K and the proxy statement for the 2023 Annual Meeting of Stockholders.
No Offer or Solicitation
This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
For further details, you can read the release on the Business Wire website here.
Everbridge Acquired
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