Why NortonLifeLock (NLOK) Is Merging With Avast (AVST) In A Deal Valued At Up To $8.6 Billion

By Amit Chowdhry ● Aug 11, 2021
  • NortonLifeLock (NASDAQ: NLOK) and Avast (LSE: AVST) announced a merger in a deal valued at up to $8.6 billion. These are the details.

Cyber safety leader NortonLifeLock (NASDAQ: NLOK) and digital security leader Avast (LSE: AVST) announced that they have reached agreement on the terms of a recommended merger of Avast with NortonLifeLock, in the form of a recommended offer by NortonLifeLock, for the entire issued and to be issued ordinary share capital of Avast.

And under the terms of the merger Avast shareholders will be entitled to receive a combination of cash consideration and newly issued shares in NortonLifeLock with alternative consideration elections available. Based on NortonLifeLock’s closing share price of $27.20 on July 13, 2021 (being the last trading day for NortonLifeLock shares before market speculation began in relation to the merger on July 14, 2021, resulting in the commencement of the offer period), the merger values Avast’s entire issued and to be issued ordinary share capital between approximately $8.1 billion and $8.6 billion, depending on Avast shareholders’ elections.

The boards of NortonLifeLock and Avast believe that the merger has compelling strategic and financial rationale. And they believe it represents an attractive opportunity to create a new, industry-leading consumer Cyber Safety business, leveraging the established brands, technology and innovation of both groups to deliver substantial benefits to consumers, shareholders, and other stakeholders.

Strategic and Financial Benefits

— Accelerates the transformation of consumer Cyber Safety with over 500 million users

— Combines Avast’s strength in privacy and NortonLifeLock’s strength in identity, creating a broad and complementary product portfolio, beyond core security and towards adjacent trust-based solutions

— Strengthens geographic diversification and facilitates expansion into the SOHO / VSB segments

— Unlocks significant value creation through approximately $280 million of annual gross cost synergies with additional upside potential from new reinvestment capacity for innovation and growth

— Brings together two strong and highly experienced consumer-focused management teams

— The merger will also enhance the financial profile of the combined company through increased scale, long-term growth, cost synergies with reinvestment capacity and strong cash flow generation supported by a resilient balance sheet, and is expected to drive double-digit EPS accretion within the first full year following completion of the Merger and double-digit revenue growth in the long-term.

Organization and Management

Following the completion of the deal, NortonLifeLock’s CEO Vincent Pilette will remain CEO, NortonLifeLock’s CFO Natalie Derse will remain CFO, and Avast’s CEO Ondřej Vlček, is expected to join NortonLifeLock as President and become a member of the NortonLifeLock Board of Directors. And Pavel Baudiš, a co-founder and current director of Avast, is expected to join the NortonLifeLock Board as an independent director.

On the completion of the merger, the combined company will be dual headquartered in Prague, Czech Republic, and Tempe, Arizona, USA, and will have a significant presence in the Czech Republic. The combined company will be listed on NASDAQ.

KEY QUOTES:

“This transaction is a huge step forward for consumer Cyber Safety and will ultimately enable us to achieve our vision to protect and empower people to live their digital lives safely. With this combination, we can strengthen our Cyber Safety platform and make it available to more than 500 million users. We will also have the ability to further accelerate innovation to transform Cyber Safety.”

— Vincent Pilette, Chief Executive Officer of NortonLifeLock

“At a time when global cyber threats are growing, yet cyber safety penetration remains very low, together with NortonLifeLock, we will be able to accelerate our shared vision of providing holistic cyber protection for consumers around the globe. Our talented teams will have better opportunities to innovate and develop enhanced solutions and services, with improved capabilities from access to superior data insights. Through our well-established brands, greater geographic diversification and access to a larger global user base, the combined businesses will be poised to access the significant growth opportunity that exists worldwide.”

— Ondřej Vlček, Chief Executive Officer of Avast