REDWOOD SHORES, Calif.--(BUSINESS WIRE)--Nov. 26, 2018--
Imperva, Inc. (NASDAQ:IMPV), a cybersecurity leader that delivers
best-in-class solutions to protect data and applications on-premises, in
the cloud and across hybrid environments, today announced the expiration
of the 45-day go-shop period included in the previously announced merger
agreement under which Imperva has agreed to be acquired by Thoma Bravo.
During the go-shop period, Imperva and its financial advisor solicited
inquiries relating to alternative acquisition proposals from 49
potentially interested parties, six of these parties entered into
confidentiality agreements and received access to non-public information
about Imperva. Imperva received one preliminary non-binding acquisition
proposal prior to commencement of due diligence, which was subsequently
withdrawn, and as of the expiration of the go-shop period there were no
acquisition proposals pending.
Following the expiration of the go-shop period, Imperva became subject
to customary no-shop restrictions that limit its and its
representatives’ ability to solicit alternative acquisition proposals
from third parties, subject to customary “fiduciary out” provisions.
Imperva continues to expect the transaction to close early in the first
quarter of 2019, subject to approval by Imperva’s stockholders and
regulatory authorities and the satisfaction of customary closing
Qatalyst Partners is acting as financial advisor to Imperva and
Fenwick & West LLP is serving as Imperva’s legal advisor.
This press release contains forward-looking statements, including those
regarding the anticipated closing date for the transaction. These
forward-looking statements are subject to material risks and
uncertainties that may cause actual results to differ substantially from
expectations. Investors should consider important risk factors, which
include that the transaction may not close and the other risks detailed
under the caption “Risk Factors” in our Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission, or the SEC, on
November 5, 2018; and the other risks detailed in our other SEC filings.
You can obtain copies of Imperva’s SEC filings on the SEC’s website at www.sec.gov.
The foregoing information represents Imperva’s expectations as of the
date of this press release, and Imperva undertakes no obligation to
update or revise any forward-looking statements, whether as a result of
new information, new developments or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, Imperva, Inc. (“Imperva”)
filed a preliminary proxy statement with the SEC on November 7, 2018, as
subsequently revised on November 13, 2018. Imperva will file with the
SEC any other relevant materials in connection with the proposed
transaction, including Imperva’s definitive proxy statement. Promptly
after filing the definitive proxy statement, Imperva will mail the
definitive proxy statement and a proxy card to Imperva stockholders.
These documents, as they may be amended or supplemented from time to
time, will contain important information about the proposed transaction
and Imperva stockholders are urged to read them carefully when they
become available. Imperva stockholders will be able to obtain copies of
the definitive proxy statement, the preliminary proxy statement and
other relevant materials in connection with the transaction (when they
become available) free of charge at the SEC’s website at www.sec.gov
or at www.imperva.com/company/SECFilings.
Participants in the Solicitation
Under SEC rules, Imperva’s directors, executive officers and other
members of management and employees may be deemed to be participants in
the solicitation of proxies of Imperva stockholders in connection with
the proposed transaction. Information about Imperva’s directors and
executive officers and their ownership of Imperva common stock is set
forth in Imperva’s proxy statement filed with the SEC on March 12, 2018.
The proxy statement is available free of charge at the SEC’s website at www.sec.gov
or at www.imperva.com/company/SECFilings.
Information concerning the interests of Imperva’s participants in the
solicitation, which may, in some cases, be different than those of
Imperva’s stockholders generally, will be set forth in the definitive
proxy statement relating to the transaction when it becomes available.
Imperva is a leading cybersecurity company that delivers best-in-class
solutions to protect data and applications - wherever they reside -
on-premises, in the cloud, and across hybrid environments. The company's Incapsula,
product lines help organizations protect websites, applications, APIs,
and databases from cyberattacks while ensuring compliance. Imperva
innovates using data, analytics, and insights from our experts and our
community to deliver simple, effective and enduring solutions that
protect our customers from cybercriminals. Learn more at www.imperva.com,
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Source: Imperva, Inc.
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