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September 16, 2022 of $17.30 per share of KnowBe4s Class A common stock, the last full trading day before Vista publicly disclosed its initial non-binding acquisition proposal. This amount represents a 44 percent premium to the unaffected closing price on If the Merger is completed, at the effective time of the Merger, each issued and outstanding share of KnowBe4s Class A common stockĪnd each issued and outstanding share of KnowBe4s Class B common stock (together, the KnowBe4 common stock), subject to certain exceptions specified in the Merger Agreement, will be canceled and extinguished andĪutomatically converted into the right to receive cash in an amount equal to $24.90 per share, without interest and subject to any applicable withholding taxes. Merger, and a proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement. At the Special Meeting, you willĪlso be asked to consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by KnowBe4 to its named executive officers in connection with the Pursuant to the Merger Agreement, Merger Sub will merge with and into KnowBe4, with KnowBe4 surviving such merger as a wholly owned subsidiary of Parent (the Merger). Parent and Merger Sub are affiliates of Vista Equity Partners Management, LLC ( Vista), a leading private equity firm focused on investments in software, data and Proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of October 11, 2022 (the Merger Agreement), between Oranje Holdco, LLC ( Parent), Oranje Merger Improved communication and cost savings for our stockholders.Īt the Special Meeting, you will be asked to consider and vote on a We believe that a virtual meeting provides expanded access, You will be able to listen to the Special Meeting live and vote online. You mayĪttend the Special Meeting via a live interactive webcast at. The Special Meeting will be held on, at, Eastern time. Postponement, or other delay thereof, the Special Meeting ) of KnowBe4, Inc., a Delaware corporation ( KnowBe4). You are cordially invited to attend a special meeting of stockholders (together with any adjournment, "After gathering further information from the companies involved and other industry players, we are currently satisfied that this deal won't worsen the options available to consumers," CMA's inquiry group chair Kirstin Baker said.PRELIMINARY PROXY STATEMENTSUBJECT TO COMPLETION The watchdog said it was open to responses from interested parties to its provisional findings till August 24, before issuing its final report due by September 8.īased on this timeline, NortonLifeLock said on Wednesday it expects to close the deal by early next month.
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Microsoft has ramped up its free built-in security feature, which the CMA noted offers protection which is as good as many of the products offered by specialist firms.
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It noted that the merged company will face significant competition from McAfee and other smaller players while software titan Microsoft Corp (MSFT.O) will be strengthened as a competitor. The deal, which would combine NortonLifeLock's strength in identity theft protection and Avast's privacy credentials, has already received the green light in the United States, Spain and Germany.įollowing a more detailed Phase 2 investigation, the CMA said it had concluded that the deal does not raise competition concerns in the UK. The UK's Competition and Markets Authority (CMA) launched a deeper investigation into the deal earlier this year, noting it could harm competition and lead to British customers getting a worse deal when looking for security software. Shares in Avast (AVST.L) rose as much as 43% to 683.2 pence and U.S-listed NortonLifeLock's shares were up 3% before the bell, after the firms were forced to delay the deal's closing date pending regulatory approvals. Aug 3 (Reuters) - NortonLifeLock's (NLOK.O) $8.6 billion purchase of rival Avast won provisional clearance from Britain on Wednesday, overcoming the final hurdle to creating a consumer security software giant and sending Avast shares to an all-time high.
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