Proofpoint Stockholders Approve Acquisition by Thoma Bravo

Proofpoint Stockholders to Receive $176.00 Per Share in Cash

Proofpoint, Inc. , a leading cybersecurity and compliance company, announced that its stockholders voted to approve the acquisition of Proofpoint by Thoma Bravo, a leading software investment firm.

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Gary Steele, Chairman and CEO of Proofpoint, said, “On behalf of the Proofpoint Board of Directors, I would like to thank our stockholders for their support of this transaction. Today’s vote represents an important milestone towards becoming a private company, and we look forward to delivering premium cash value to our stockholders once the transaction closes.”

The final voting results will be reported in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission early next week, after certification by Proofpoint’s inspector of elections.

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Under the terms of the merger agreement announced on April 26, 2021, Proofpoint shareholders will receive $176.00 in cash for each share of Proofpoint common stock they own. The transaction remains on track to close in the third quarter of 2021, subject to customary closing conditions, including receipt of regulatory approvals. Upon closing of the transaction, Proofpoint’s common stock will no longer be listed on any public market.