Thoma Bravo Acquiring Darktrace For $5.315 Billion

By Amit Chowdhry • Apr 27, 2024

Thoma Bravo announced it had reached an agreement with the Board of Directors at Darktrace, a global leader in cybersecurity artificial intelligence (AI), to acquire the entire issued and to be issued ordinary share capital of Darktrace in cash.

This offer represents a premium of 20% over Darktrace’s closing share price of 517 pence – which is the last trading day before the announcement and 148.1% to the IPO price of 250 pence per Darktrace Share on April 30, 2021, and 44.3% to the volume-weighted average price of 429.9 pence per Darktrace Share for the three months ended April 25, 2024 (the last business day before the date of this announcement).

This acquisition values Darktrace’s entire issued, and to be issued, ordinary share capital at approximately $5.315 billion on a fully diluted basis. It implies an enterprise value of about $4.992 billion (which is equivalent to £4.254 billion and £3.995 billion, respectively, based on the announcement exchange rate) and a multiple of about 34x Darktrace’s adjusted EBITDA for the twelve months ended December 31, 2023, of $146 million.

Darktrace, a company listed on the Main Market of the London Stock Exchange, is a global leader in cybersecurity AI. Thoma Bravo recognizes that Darktrace is an innovator in using self-learning AI to neutralize cyber threats and automate responses to cyber incidents, utilizing its long-standing research and development expertise.

Instead of studying historical attacks, Darktrace’s technology continuously learns and updates its knowledge of an organization’s business data. It applies that understanding to help transform security operations into proactive cyber resilience. As a result, Darktrace has become a leader in cybersecurity AI, now providing a complete lifecycle approach to cybersecurity. And it enables its 9,400 customers to identify, stop, and respond to all known and unknown threats across all aspects of an organization’s cybersecurity tools.

KEY QUOTE:

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

  • Andrew Almeida, Partner at Thoma Bravo