As per the terms of the transaction, shareholders of the publicly-listed cybersecurity firm, which provides security awareness training and simulated phishing platform, will be offered $24.9 per share in cash by the investment firm

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KnowBe4 to go private in $4.6bn deal with Vista Equity Partners. (Credit: Pete Linforth from Pixabay)

Vista Equity Partners has signed a definitive agreement with US-based cybersecurity company KnowBe4 to acquire the latter in an all-cash deal worth around $4.6bn.

As per the terms of the agreement, shareholders of the Nasdaq-listed company will be paid $24.9 per share by Vista Equity Partner.

Following the closing of the deal, KnowBe4 will become a privately held company.

In September 2022, KnowBe4 received a takeover offer of $24 per share from Vista Equity Partners. A special committee established by the company’s board of directors to review the proposal recommended the cybersecurity company to go ahead with the deal.

KnowBe4 founder, chairman, and CEO Stu Sjouwerman said: “Today’s announcement is a testament to the success of our strategy and the strength of our incredible team. This acquisition by Vista represents the next phase of our journey.

“KnowBe4 has a strong record of performance, as evidenced by our market-leading platform and global customer base. Under Vista’s ownership, we will have access to additional resources and support, which will help us achieve our goals and deliver enhanced value to our customers.”

In connection with the deal, Vista Equity Partners has secured support agreements with Sjouwerman and investment funds associated with KKR and Elephant Partners. Under the agreements, which collectively represent nearly 83% of outstanding voting power in KnowBe4, the applicable stockholders agreed to vote in favour of the deal.

Vista Equity Partners expects to fund the acquisition through a combination of debt and equity financing, including the rollover and investment by the support agreements.

Vista Equity Partners managing director Rod Aliabadi said: “As a significant investor in KnowBe4, we could not be more excited to take this next step in our journey together.

“We have long appreciated the work that KnowBe4 does in strengthening the human layer of cybersecurity through educating employees on how to identify social engineering and related cyber threats.”

The deal, which is subject to approval by KnowBe4’s shareholders’ approval, regulatory approvals, and other customary conditions, is expected to close in the first half of 2023.