Tufin enters into definitive agreement to be acquired by Turn/River Capital in a $570 million transaction

Tufin enters into definitive agreement to be acquired by Turn/River Capital in a 0 million transaction

BOSTON AND TEL AVIV, Israel–(COMMERCIAL WIRE)–Tufin® (NYSE: TUFN) (the “Company”), a company pioneering a policy-centric approach to IT and security operations, announced today that it has entered into a definitive agreement to be acquired by Turn/River Capital, an investment focused on software 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 the closing price of Tufin shares on April 5, 2022, the last full day. prior to the announcement of the transaction, and a premium of approximately 54% above 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 to help enterprise customers use policy-driven automation to address tomorrow’s security threats.

“Today’s announcement is a testament to Tufin’s leadership in security policy management for hybrid network and cloud environments,” said Ruvi Kitov, President, 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 agreement 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 marketing. The Turn/River team specializes in helping software companies like Tufin, and with their partnership and experience, I’m confident we’ll be able to achieve our long-term goals faster.”

“We believe Turn/River Capital is the ideal partner for Tufin as the company moves toward a subscription-based revenue model.” said Tom Schodorf, lead independent director on Tufin’s board of directors. “We are confident that this transaction with Turn/River will allow Tufin to accelerate this transition, expand into new markets and reach new customer segments.”

“Tufin is an industry leader in network security policy management, helping enterprise customers protect their most critical network infrastructure and cloud assets,” he 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 experience 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.”

Details of the transaction

Tufin’s Board of Directors (the “Board of Directors”) unanimously approved the agreement with Turn/River Capital and recommends that Tufin shareholders vote in favor of the transaction at the Special Shareholders’ Meeting to be convened in connection with the transaction.

The agreement includes a 30-day “buy-in” period expiring May 5, 2022, allowing the Board and its advisers to actively solicit, initiate, encourage or facilitate alternative acquisition proposals from third parties. The Board shall 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 guarantee that this “go-shop” will result in a superior proposal, and Tufin does not intend to disclose developments regarding the application process unless and until it determines that such disclosure is appropriate or otherwise required. way.

The transaction is expected to close in the second quarter of 2022, subject to customary closing conditions, including Tufin shareholder approval and receipt of regulatory approvals. Upon closing of the transaction, the Company’s common shares will no longer be listed on any public market. The company will continue to be headquartered in Tel Aviv, Israel.

Ruvi Kitov, President, CEO and Co-Founder of Tufin and Reuven Harrison, CTO and Co-Founder of Tufin, have entered into voting agreements under which they have agreed, among other things, to vote for their common shares of the company . of the transaction

Financial results for the first quarter of 2022

Tufin plans to release financial results for the first quarter of fiscal year 2022 on or before May 13, 2022 and will not hold a live conference call.

advisers

JP Morgan Securities LLC is acting as exclusive financial advisor to Tufin, White & Case LLP is acting as its legal advisor in the US, and Meitar Law Offices is acting as its legal advisor in Israel. Kirkland & Ellis LLP is serving as legal counsel to Turn/River.

About Tufin

Tufin (NYSE: TUFN) simplifies the management of some of the world’s largest and most complex networks, consisting of thousands of firewalls and network devices, and emerging hybrid cloud infrastructures. Businesses choose Tufin Orchestration Suite™ to increase agility despite ever-changing business demands while reducing costs, ensuring compliance with regulations and internal policies, and maintaining a strong security posture. A single solution designed to meet the needs of network and cloud security teams, the Suite reduces the attack surface and addresses the need for greater visibility into secure and reliable application connectivity. With over 2,000 customers since its inception, Tufin’s network security automation enables companies to implement precise changes in minutes instead of days, while improving their security posture and business agility.

About Turn/River Capital

Turn/River Capital is a San Francisco-based software investment firm designed specifically for software growth. It offers flexible capital and personalized data-driven operational support for capital growth, founder liquidity, acquisitions, spin-offs and recapitalizations. Created by a team of software operators and investors who have scaled sales, marketing, customer success and talent, Turn/River’s playbooks reliably and rapidly unlock transformational growth, producing leading companies in the market and generating lasting value. For more information please visit turnriver.com.

Important information and where to find it

In connection with the proposed transaction, Tufin will prepare a proxy statement to be delivered to its shareholders, and intends to provide such proxy statement to the Securities and Exchange Commission (the “SEC”) pursuant to an Issuer Report. Foreign Private on Form 6-K. Before making any voting or investment decisions with respect to the transaction, Tufin shareholders are urged to read the proxy statement and other relevant materials when they become available because they will contain important information about the transaction.

Forward-looking statements

The information provided in this release contains forward-looking statements, within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and the Section 21E of the Securities Exchange Act of 1934, as amended, involving risks and uncertainties. Forward-looking statements include, but are not limited to: statements about the expected timing of the acquisition, the fulfillment or waiver of any conditions of the proposed acquisition, and about the Company’s business and future prospects. In this context, forward-looking statements often contain words such as “expect”, “anticipate”, “intend”, “plan”, “believe”, “could”, “seek”, “see”, “will”, “may”. ”, “would”, “might”, “potentially”, “estimate”, “continue”, “expect”, “target”, similar expressions or the negatives of these words or other comparable terminology that conveys uncertainty of future events or results Forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied by the forward-looking statements contained in this document, including, but not limited to: (1) the Company may not may obtain regulatory approvals or satisfy other conditions to the closing of the proposed merger; (2) the proposed merger may involve unexpected costs, liabilities, or delays; (3) the occurrence of any events, changes, or other circumstances that could result in the termination of the merger agreement; (4) the ability to recognize the benefits of the proposed merger; (5) risks that the proposed merger will disrupt current plans and operations and potential employee retention difficulties as a result of the proposed merger; (6) the impact of the merger on relationships with the Company’s business counterparties, including, but not limited to, its distribution partners, (7) significant transaction costs associated with the proposed merger, and (8) other risks that may jeopardize the completion of the merger, which may result in the merger not being consummated within the expected time period or at all. These forward-looking statements speak only as of the date such statements are made and the Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information about other risks to which the Company is subject, please refer to the Company’s filings or filings, as applicable, with the SEC, including its most recent annual report on Form 20-F and Subsequent Reports of Issuers. foreign private individuals on Form 6-k

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