Ping Identity announced that it has entered into a definitive agreement to be acquired by Thoma Bravo, a software investment firm, for $28.50 per share in an all-cash transaction valued at an Enterprise Value of approximately $2.8 billion.
The offer represents a premium of approximately 63% over Ping Identity’s closing share price on August 2, 2022, the last full trading day prior to the transaction announcement, and a premium of 52% over the volume weighted average price of Ping Identity stock for the 60 days ending August 2, 2022.
“This compelling transaction is a testament to Ping Identity’s leading enterprise identity solutions, our talented team, and our outstanding customers and partners,” said Andre Durand, Ping Identity’s Chief Executive Officer. “Identity security and frictionless user experiences have become essential in the digital-first economy and Ping Identity is better positioned than ever to capitalize on the growing demand from modern enterprises for robust security solutions. We are pleased to partner with Thoma Bravo, which has a strong track record of investing in high-growth cloud software security businesses and supporting companies with initiatives to turbocharge innovation and open new markets.”
“A tectonic shift is occurring in intelligent identity solutions for the enterprise,” said Seth Boro, a Managing Partner at Thoma Bravo. “Ping Identity’s unique capabilities and strong position in enterprise identity security make it a great platform to deliver customer outcomes, expand into new use cases and support digital transformations. We are highly impressed with the talented Ping Identity team and look forward to working collaboratively in the years to come.”
“Ping Identity is a leader in intelligent identity solutions for the enterprise and is well-positioned to capitalize on the significant opportunities in the $50 billion Enterprise Identity security solutions area,” said Chip Virnig, a Partner at Thoma Bravo. “Our shared commitment to growth and innovation, combined with Thoma Bravo’s significant security software investing and operational expertise, will enable Ping Identity to accelerate its cloud transformation and delivery of industry leading identity security experiences for the customers, employees and partners of large enterprises worldwide.”
The transaction, which was unanimously approved by the Ping Identity Board of Directors, is expected to close in the fourth quarter of 2022, subject to customary closing conditions, including approval by Ping Identity shareholders and regulatory approvals. Closing of the transaction is not subject to any financing contingency. Upon completion of the transaction, Ping Identity’s common stock will no longer be listed on the New York Stock Exchange and Ping Identity will become a privately held company. The Company will remain headquartered in Denver, Colorado.
Vista Equity Partners, which owns approximately 9.7% of Ping Identity’s outstanding shares, has agreed to vote its shares in favor of the transaction.
“This transaction is a great outcome, and one we firmly believe maximizes value for all stakeholders,” said Michael Fosnaugh, Co-Head of Vista’s Flagship Fund and Senior Managing Director, and Ping Identity’s Chairman of the Board. “We wish Andre and the entire Ping Identity team continued success and thank them for their commitment and partnership over the last six years.”
Goldman Sachs & Co. LLC is acting as exclusive financial advisor and Kirkland & Ellis LLP served as legal advisor to Ping Identity. Goodwin Procter LLP is serving as legal counsel to Thoma Bravo.