SailPoint Technologies Holdings, Inc. (NYSE: SAIL)
(“SailPoint”), the leader in enterprise identity security, today
announced the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR
Act”) with respect to SailPoint’s pending transaction with Thoma
Bravo, L.P. (“Thoma Bravo”), a leading software investment firm.
The expiration of the waiting period under the HSR Act satisfies
one of the conditions to the closing of the transaction
contemplated by the previously announced Agreement and Plan of
Merger (the “Merger Agreement”), dated as of April 10, 2022.
The consummation of the transaction remains subject to other
customary closing conditions set forth in the Merger Agreement,
including approval by SailPoint stockholders and receipt of certain
other regulatory approvals. The transaction is expected to close in
the second half of 2022, as previously announced.
About SailPoint
SailPoint is the leading provider of identity security for the
modern enterprise. Enterprise security starts and ends with
identities and their access, yet the ability to manage and secure
identities today has moved well beyond human capacity. Harnessing
the power of our deep expertise combined with machine learning, the
SailPoint Identity Security Platform delivers the right level of
access to the right identities and resources at the right
time—matching the scale, velocity, and environmental needs of
today’s cloud-oriented enterprise. SailPoint’s intelligent,
autonomous, and integrated solutions put identity security at the
core of digital business operations, enabling even the most complex
organizations across the globe to build a security foundation
capable of defending against today’s most pressing threats. More
information is available at www.sailpoint.com.
Important Information and Where to Find It
In connection with the proposed transaction between SailPoint
and Thoma Bravo, SailPoint filed with the Securities and Exchange
Commission (“SEC”) a definitive proxy statement on May 31, 2022
(“Definitive Proxy Statement”), a copy of which will be sent or
provided to SailPoint stockholders. SailPoint may also file other
documents with the SEC regarding the proposed transaction. This
document is not a substitute for the Definitive Proxy Statement or
any other document which SailPoint filed or may file with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR
WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and
security holders may obtain free copies of the Definitive Proxy
Statement and other documents that are filed or will be filed with
the SEC by SailPoint through the website maintained by the SEC at
www.sec.gov, SailPoint’s investor relations website at
https://investors.sailpoint.com/ or by contacting the SailPoint
investor relations department at the following:
investor@sailpoint.com
Participants in the Solicitation
SailPoint and certain of its directors and executive officers
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding
SailPoint’s directors and executive officers, including a
description of their direct interests, by security holdings or
otherwise, is contained in SailPoint’s proxy statement for its 2022
annual meeting of stockholders, which was filed with the SEC on
March 18, 2022. SailPoint stockholders may obtain additional
information regarding the direct and indirect interests of the
participants in the solicitation of proxies in connection with the
proposed transaction, including the interests of SailPoint
directors and executive officers in the transaction, which may be
different than those of SailPoint stockholders generally, by
reading the Definitive Proxy Statement and any other relevant
documents that are filed or will be filed with the SEC relating to
the proposed transaction. You may obtain free copies of these
documents using the sources indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
This press release may contain “forward-looking statements”
within the meaning of the federal securities laws, including
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are based on SailPoint’s current
expectations, estimates and projections about the expected date of
closing of the proposed transaction and the potential benefits
thereof, its business and industry, management’s beliefs and
certain assumptions made by SailPoint and Thoma Bravo, all of which
are subject to change. In this context, forward-looking statements
often address expected future business and financial performance
and financial condition, and 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
convey uncertainty of future events or outcomes. All
forward-looking statements by their nature address matters that
involve risks and uncertainties, many of which are beyond our
control, and are not guarantees of future results, such as
statements about the consummation of the proposed transaction and
the anticipated benefits thereof. These and other forward-looking
statements, including the failure to consummate the proposed
transaction or to make or take any filing or other action required
to consummate the transaction on a timely matter or at all, are not
guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements. Accordingly, there are or will be important factors
that could cause actual results to differ materially from those
indicated in such statements and, therefore, you should not place
undue reliance on any such statements and caution must be exercised
in relying on forward-looking statements. Important risk factors
that may cause such a difference include, but are not limited to:
(i) the completion of the proposed transaction on anticipated terms
and timing, including obtaining shareholder and regulatory
approvals, anticipated tax treatment, unforeseen liabilities,
future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies for
the management, expansion and growth of SailPoint’s business and
other conditions to the completion of the transaction; (ii) the
impact of the COVID-19 pandemic on SailPoint’s business and general
economic conditions; (iii) SailPoint’s ability to implement its
business strategy; (iv) significant transaction costs associated
with the proposed transaction; (v) potential litigation relating to
the proposed transaction; (vi) the risk that disruptions from the
proposed transaction will harm SailPoint’s business, including
current plans and operations; (vii) the ability of SailPoint to
retain and hire key personnel; (viii) potential adverse reactions
or changes to business relationships resulting from the
announcement or completion of the proposed transaction; (ix)
legislative, regulatory and economic developments affecting
SailPoint’s business; (x) general economic and market developments
and conditions; (xi) the evolving legal, regulatory and tax regimes
under which SailPoint operates; (xii) potential business
uncertainty, including changes to existing business relationships,
during the pendency of the merger that could affect SailPoint’s
financial performance; (xiii) restrictions during the pendency of
the proposed transaction that may impact SailPoint’s ability to
pursue certain business opportunities or strategic transactions;
and (xiv) unpredictability and severity of catastrophic events,
including, but not limited to, acts of terrorism or outbreak of war
or hostilities, as well as SailPoint’s response to any of the
aforementioned factors. These risks, as well as other risks
associated with the proposed transaction, are more fully discussed
in the Definitive Proxy Statement filed with the SEC in connection
with the proposed transaction. While the list of factors presented
here and the list of factors presented in the Definitive Proxy
Statement are considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward looking statements.
Consequences of material differences in results as compared with
those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems,
financial loss, legal liability to third parties and similar risks,
any of which could have a material adverse effect on SailPoint’s
financial condition, results of operations, or liquidity. SailPoint
does not assume any obligation to publicly provide revisions or
updates to any forward-looking statements, whether as a result of
new information, future developments or otherwise, should
circumstances change, except as otherwise required by securities
and other applicable laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220601006233/en/
Investor Relations ICR for SailPoint Brian Denyeau,
512-664-8916 investor@sailpoint.com Media Relations for
SailPoint Jessica Sutera VP, Corporate Marketing, 978-793-0085
Jessica.sutera@sailpoint.com Natalie Reina Sr. PR & Corp Comms
Manager, 956-878-9176 Natalie.reina@sailpoint.com Media
Relations for Thoma Bravo Megan Frank Thoma Bravo
Communications mfrank@thomabravo.com (212) 731-4778 Abigail Farr
Finsbury Glover Hering abigail.farr@fgh.com (646) 957-2067
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