BURLINGTON, Mass.–(BUSINESS WIRE)–Everbridge, Inc. (Nasdaq: EVBG), a global leader in critical event management and national public warning solutions, and Thoma Bravo, a leading software investment firm, today announced that they have amended and restated the previously announced merger agreement, dated February 4, 2024. Under the terms of the amended and restated agreement, Thoma Bravo has increased the price at which it has agreed to acquire all outstanding shares of Everbridge to $35.00 per share in cash, or $6.40 per share higher the original transaction price.
The per share purchase price consideration values Everbridge at approximately $1.8 billion and represents an approximately 62% premium to the Everbridge 90-day volume-weighted average share price as of February 2, 2024, the last trading day prior to the announcement of the original merger agreement.
“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 $35.00 per share, which is higher than the prices offered by such third party in its proposals.
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 US$134 billion in assets under management as of September 30, 2023. Through its private equity, growth equity and credit strategies, the firm invests in growth-oriented, innovative companies operating in the software and technology sectors. Leveraging Thoma Bravo’s deep sector knowledge and strategic and operational expertise, the firm collaborates with its portfolio companies to implement operating best practices and drive growth initiatives. Over the past 20 years, the firm has acquired or invested in more than 455 companies representing over US$255 billion in enterprise value (including control and non-control investments). The firm has offices in Chicago, London, Miami, New York and San Francisco. For more information, visit Thoma Bravo’s website at www.thomabravo.com.
