Tufin announced that it has entered into a definitive agreement to be acquired by Turn/River Capital, a software-focused investment firm, in an all-cash transaction that values Tufin at approximately $570 million.
Under the terms of the agreement, Tufin shareholders will receive $13.00 per share in cash, representing a premium of approximately 44% over Tufin’s closing share price on April 5, 2022, the last full trading day prior to the transaction announcement, and a premium of approximately 54% over Tufin’s one-month volume-weighted average closing price through April 5, 2022. Upon completion of the transaction, Tufin will become a private company and will partner with Turn/River to further accelerate its mission of helping enterprise customers use policy-driven automation to address the security threats of tomorrow.
“Today’s announcement is a testament to Tufin’s leadership in security policy management for hybrid networks and cloud environments,” said Ruvi Kitov, Chairman, CEO, and Co-Founder of Tufin. “Since our inception nearly 20 years ago, we have made significant strides in developing our policy-based automation solution and have become a market leader. This deal represents an important milestone for Tufin, and as a private company, we will have the opportunity to accelerate our growth through investments in our technology, people, and go-to-market. The team at Turn/River specializes in helping software companies like Tufin, and with their partnership and expertise I am confident that we will be able to achieve our long-term goals faster.”
“We believe Turn/River Capital is the ideal partner for Tufin as the Company makes further progress to a subscription-based revenue model,” said Tom Schodorf, the Lead Independent Director of the Tufin Board of Directors. “We are confident this transaction with Turn/River will allow Tufin to accelerate this transition, expand to new markets, and reach new customer segments.”
“Tufin is an industry leader in network security policy management, helping enterprise customers secure their most critical network infrastructure and cloud assets,” said Dominic Ang, Founder and Managing Partner of Turn/River Capital. “We are incredibly excited to bring our best-in-class operations team, with their deep expertise in marketing, sales and customer success, to our partnership with Tufin. We look forward to working hand in hand with them to drive accelerated growth and scale.”
Tufin’s Board of Directors (the “Board”) unanimously approved the agreement with Turn/River Capital and recommends that Tufin shareholders vote in favor of the transaction at the Special Meeting of Stockholders to be called in connection with the transaction.
The agreement includes a 30-day “go-shop” period expiring May 5, 2022, which allows the Board and its advisors to actively solicit, initiate, encourage or facilitate alternative acquisition proposals from third parties. The Board will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. There can be no assurance that this “go-shop” will result in a superior proposal, and Tufin does not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or otherwise required.
The transaction is expected to close in the second quarter of 2022, subject to customary closing conditions, including approval by Tufin shareholders and receipt of regulatory approvals. Upon closing of the transaction, the Company’s common stock will no longer be listed on any public market. The Company will continue to be headquartered in Tel Aviv, Israel.
Ruvi Kitov, Chairman, CEO and Co-Founder of Tufin and Reuven Harrison, CTO and Co-Founder of Tufin, have entered into voting agreements pursuant to which they have agreed, among other things, to vote their shares of Company common stock in favor of the transaction.
First quarter 2022 financial results
Tufin plans to publish its first quarter fiscal year 2022 financial results on or before May 13, 2022 and will not host a live conference call.
J.P. Morgan Securities LLC is acting as exclusive financial advisor to Tufin, with White & Case LLP acting as its U.S. legal counsel and Meitar Law Offices acting as its Israeli legal counsel. Kirkland & Ellis LLP is serving as legal counsel to Turn/River.