Darktrace has agreed a £4.3 billion all-cash sale to US private equity giant Thoma Bravo.

Headquartered in Cambridge and founded in 2013, the cybersecurity leader listed on London Stock Exchange in 2021. Its board has recommended the deal to shareholders.

It would see shareholders receive 620p per share at today’s exchange rate, representing a premium of 20% to the closing price of 517p yesterday.

It also represents a 148.1% premium to the IPO price of 250p per share in April 2021.

The $5.3bn overall valuation is a 34x multiple of Darktrace’s adjusted EBITDA for the 12 months ended 31st December 2023 of $146 million.

Darktrace currently employs more than 2,300 people around the world and protects over 9,400 customers globally from advanced cyber threats. 

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“I am immensely proud of our brilliant business and people. From our base in Cambridge, we are building a world-leading company using a unique form of artificial intelligence to address the societal challenge of cybersecurity,” said Poppy Gustafsson OBE, the CEO of Darktrace.

“This proposed offer represents the next stage in our growth journey and I am excited by the many opportunities we have ahead of us. Our technology has never been more relevant in a world increasingly threatened by AI-powered cyberattacks.

“In the face of this, we are expanding our product portfolio, entering new markets, and focused on delivering for our customers, partners and colleagues.”

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Thoma Bravo said it intends to retain the firm’s research and development capabilities in the UK and the Netherlands, with no material restructurings or changes.

It pointed to Darktrace’s reputation as a pioneer in using self-learning artificial intelligence to neutralise cyber threats and automate responses to cyber incidents.

“Darktrace is at the very cutting edge of cybersecurity technology, and we have long been admirers of its platform and capability in artificial intelligence,” said partner Andrew Almeida.

“The pace of innovation in cybersecurity is accelerating in response to cyber threats that are simultaneously complex, global and sophisticated. Darktrace is driven by a culture of innovation and we are excited by the opportunity to work alongside Darktrace’s team and accelerate its development into a scaled, global leader, further strengthening its capability and offer to customers. 

“Thoma Bravo has been investing exclusively in software for over 20 years and we will bring to bear the full range of our platform, operational expertise and deep experience of cybersecurity in supporting Darktrace’s growth.”

Thoma Bravo is one of the largest software-focused investors in the world, with over $138bn in assets under management. It has acquired or invested in more than 465 companies. The firm has offices in Chicago, London, Miami, New York and San Francisco.

Darktrace’s board said that while it remained confident that the firm would have a strong future as a public company, its operating and financial achievements have not been reflected commensurately in its valuation, “with shares trading at a significant discount to its global peer group”.

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