Everbridge Enters into Amended Merger Agreement with Thoma Bravo
- Thoma Bravo has increased the price to acquire all outstanding shares of Everbridge to $35.00 per share in cash, a $6.40 increase per share over the original price.
- The new per share purchase price values Everbridge at approximately $1.8 billion, representing a 62% premium to the 90-day volume-weighted average share price as of February 2, 2024.
- The transaction is expected to close in the second quarter of 2024, subject to customary closing conditions, Everbridge shareholder approval, and regulatory approvals.
- Upon completion of the transaction, Everbridge common stock will no longer be listed on any public stock exchange.
- None.
Insights
The increased acquisition offer by Thoma Bravo for Everbridge represents a significant premium over the company's recent stock performance, specifically a 62% premium to the 90-day volume-weighted average share price. This move can be seen as a bullish sign for Everbridge's intrinsic value and future growth prospects. The upward revision in the offer price, following a 'go-shop' period, indicates strong interest in the company and potentially a competitive bidding environment. Investors should note the absence of a financing condition, which suggests confidence in the acquisition's completion and financial stability on the part of Thoma Bravo.
From a shareholder perspective, the immediate liquidity event at a substantial premium is typically favorable, as it provides an opportunity to realize gains in a lump sum rather than waiting for potential future appreciation. However, this also means that shareholders will forego any future upside from holding the stock. The deal's impact on the stock market could see a ripple effect in the critical event management sector, potentially leading to reevaluation of peer companies' valuations.
The acquisition of Everbridge by Thoma Bravo highlights the ongoing consolidation trend within the software and critical event management industry. Everbridge's suite of products for organizational safety and efficiency is evidently valued, as reflected by the revised offer and the interest from other parties during the 'go-shop' period. This transaction may influence market dynamics, prompting competitors to seek similar strategic opportunities or partnerships to enhance their market positioning.
Long-term growth potential is a key driver for such acquisitions and the acknowledgment by Everbridge's board of the company's value proposition reinforces the strategic rationale behind the deal. The removal of Everbridge from public listings post-acquisition will shift investor focus to remaining players in the space or to Thoma Bravo's portfolio performance for those interested in this market segment.
The amended and restated merger agreement between Everbridge and Thoma Bravo follows a legally structured 'go-shop' period, which is designed to maximize shareholder value by allowing alternative bids. This process is governed by fiduciary duties that the Everbridge Board of Directors must adhere to in evaluating and pursuing the best possible deal for shareholders. The successful negotiation of a higher purchase price post-'go-shop' suggests that the board effectively leveraged competitive interest to enhance the terms of the deal.
Completion of the transaction is contingent upon standard closing conditions, including regulatory approvals and shareholder consent. The legal framework of such deals is complex and the role of advisors, such as Qatalyst Partners and the legal firms involved, is critical in ensuring compliance with securities laws and regulations. The absence of a financing condition may reduce the legal complexities and risks associated with deal completion.
Everbridge Shareholders to Receive
Represents
Everbridge Enters into Amended Merger Agreement with Thoma Bravo
The per share purchase price consideration values Everbridge at approximately
“We’re pleased to have negotiated an even higher price for our shareholders,” said David Henshall, Chairman and Lead Independent Director of the Everbridge Board of Directors. “The interest we received as part of the go-shop process is a testament to the exceptional company we’ve built, the significant value of our products for organizations all over the world, and Everbridge’s long-term growth potential.”
Transaction Terms
The original merger agreement with Thoma Bravo, dated February 4, 2024, included a “go-shop” period, which permitted the Everbridge Board and its advisors to actively initiate and solicit alternative acquisition proposals from certain third parties, as described in the original merger agreement with Thoma Bravo. In connection with the Company’s “go-shop” activities, a third party proposed to acquire all outstanding shares of Everbridge at a higher price than the original transaction price. After acquisition proposals from such third party that the Everbridge Board of Directors determined to be superior proposals, Everbridge and Thoma Bravo entered into the amended and restated merger agreement providing for the price of
The transaction, which was approved by the Everbridge Board of Directors, is expected to close in the second calendar quarter of 2024, subject to customary closing conditions, including approval by Everbridge shareholders and the receipt of required regulatory approvals. The transaction is not subject to a financing condition.
Upon completion of the transaction, Everbridge 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 financial advisor and Cooley LLP is serving 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 stronger from critical events. In today’s unpredictable world, resilient organizations minimize impact to people and operations, absorb stress, and return to productivity faster when deploying critical event management (CEM) technology. Everbridge digitizes organizational resilience by combining intelligent automation with the industry’s most comprehensive risk data to Keep People Safe and Organizations Running™. For more information, visit https://www.everbridge.com/, read the company blog, and follow on LinkedIn. Everbridge… Empowering Resilience.
About Thoma Bravo
Thoma Bravo is one of the largest software investors in the world, with approximately
Additional Information and Where to Find It
In connection with the proposed merger, Everbridge, Inc. (“Everbridge”) intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a preliminary and definitive proxy statement on Schedule 14A. Following the filing of the definitive proxy statement (the “proxy statement”) with the SEC, Everbridge will mail the proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed merger. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, STOCKHOLDERS OF EVERBRIDGE ARE URGED TO CAREFULLY READ THE PROXY STATEMENT IN ITS ENTIRETY (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS RELATING TO THE PROPOSED MERGER THAT WILL BE FILED WITH THE SEC OR INCORPORATED BY REFERENCE THEREIN WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and stockholders will be able to obtain copies of the proxy statement (when available) and other documents filed by Everbridge with the SEC, without charge, through the website maintained by the SEC at https://www.sec.gov. Copies of the documents filed with the SEC by Everbridge will be available free of charge under the SEC Filings heading of the Investor Relations section of Everbridge’s website ir.everbridge.com.
Participants in the Solicitation
Everbridge and its directors and certain of its executive officers, consisting of David Benjamin, Richard D’Amore, Alison Dean, Rohit Ghai, David Henshall, Kent Mathy, Simon Paris, Sharon Rowlands, who are the non‑employee members of the Board of Directors of Everbridge (the “Board”), and David Wagner, Chief Executive Officer, President and a member of the Board of Directors of Everbridge, and David Rockvam, Executive Vice President, Chief Financial Officer and Treasurer, may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information about its directors and certain of its executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, can be found under the captions “Security Ownership of Certain Beneficial Owners and Management,” “Executive Compensation,” and “Director Compensation” contained in the proxy statement for the Everbridge 2023 Annual Meeting of Stockholders filed with the SEC on April 13, 2023 (the “2023 Proxy Statement”) and under Item 5.02 in the current reports on Form 8‑K filed with the SEC on December 20, 2022 and February 5, 2024. To the extent that Everbridge’s directors and executive officers and their respective affiliates have acquired or disposed of security holdings since the applicable “as of” date disclosed in the 2023 Proxy Statement, such transactions have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Since the “as of” date in the 2023 Proxy Statement, (a) each of Mr. Benjamin and Mr. Ghai received a grant of 5,747 restricted stock units of Everbridge (“RSUs”) that vested on December 31, 2023 and a grant of 8,068 RSUs that will vest on May 25, 2024 provided that each such director continues to serve on the Board at such date, in addition to any customary non‑equity annual compensation paid to non‑employee directors, which consists of an annual cash retainer of
Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward‑looking statements may be identified by the use of words such as “continue,” “guidance,” “expect,” “outlook,” “project,” “believe” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the benefits of and timeline for closing the proposed merger. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of Everbridge management and are not predictions of actual performance. These forward‑looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of Everbridge. These forward-looking statements are subject to a number of risks and uncertainties, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into in connection with the proposed transaction; the possibility that Everbridge stockholders may not approve the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Common Stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Everbridge to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally. Further information on factors that could cause actual results to differ materially from the results anticipated by the forward-looking statements is included in the Everbridge Annual Report on Form 10‑K for the fiscal year ended December 31, 2023 filed with the SEC on February 27, 2024, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K and other filings made by Everbridge from time to time with the SEC. These filings, when available, are available on the investor relations section of the Everbridge website at https://ir.everbridge.com or on the SEC’s website at https://www.sec.gov. If any of these risks materialize or any of these assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Everbridge presently does not know of or that Everbridge currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The forward-looking statements included in this communication are made only as of the date hereof. Everbridge assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
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Everbridge
Investors
Nandan Amladi
Investor Relations
nandan.amladi@everbridge.com
(617) 665-7197
Media
Jeff Young
Media Relations
jeff.young@everbridge.com
(781) 859-4116
Thoma Bravo
Megan Frank
mfrank@thomabravo.com
(212) 731-4778
Liz Micci / Abigail Farr / Akash Lodh
FGS Global
ThomaBravo-US@fgsglobal.com
(347) 675-2883 / (646) 957-2067 / (202) 758-4263
Source: Everbridge, Inc.
FAQ
What is the new per share price offered by Thoma Bravo for Everbridge (Nasdaq: EVBG) in cash?
What is the premium percentage of the new per share purchase price to Everbridge's 90-day volume-weighted average share price as of February 2, 2024?
When is the expected closing date for the transaction between Everbridge and Thoma Bravo?
What will happen to Everbridge common stock upon completion of the transaction?
