Sophos Private Equity

On October 14, 2019, Sophos announced that Thoma Bravo, a US-based private equity firm, made an offer to acquire Sophos for $7.40 USD per share, representing an enterprise value of approximately $3.9 billion. The board of directors of Sophos stated their intention to unanimously recommend the offer to the company’s shareholders. Sophos, a global leader in next-generation cybersecurity, today announced the completion of its acquisition by Thoma Bravo, a leading private equity firm focused on the software. READ: Sophos CFO exits for private equity-backed firm; swings to loss in first quarter Thoma, which was co-founded by Puerto Rico’s first billionaire Orlando Bravo and oversees a portfolio worth around £5.6bn, is looking to buy Sophos to increase its exposure to the cybersecurity market and accelerate the firm’s growth and profitability. British cybersecurity software company Sophos is being acquired for $3.8 billion by U.S. Private equity firm Thoma Bravo, Bloomberg reported on Monday (Oct. Sophos’s three biggest.

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Private equity giant Thoma Bravo has offered to purchase Sophos for $3.82 billion less than four and a half years after the SMB platform security stalwart went public.

Thoma Bravo, with headquarters in Chicago and San Francisco, said the proposed acquisition of Abingdon, U.K.-based Sophos would fit the private equity firm’s global strategy of investing in and growing software and technology businesses. The 583 pence per share ($7.40 per share) deal represents a 37.1 percent premium over Sophos’ Friday closing price of 425.5 pence per share ($5.30 per share).

“They know the space, and they know what’s necessary to succeed and drive innovation and growth and operational performance to accelerate both the top line and bottom line,” Sophos CEO Kris Hagerman told CRN. “They’ve worked with a lot of cybersecurity companies, so they’ve seen a lot of different business models.”

[Related: New Sophos Managed Threat Response Tool Lowers Noise From Data]

Specifically, Hagerman said Sophos’ board felt the acquisition by Thoma Bravo could help the company boost its progress around next-generation network and endpoint security technologies. Thoma Bravo’s deep security expertise should help with everything from strategic consideration of M&A to expanding and accelerating the company’s MSP, subscription and Software-as-a-Service offerings, Hagerman said.

“Sophos has a market-leading product portfolio and we believe that, by applying Thoma Bravo's expertise, operational framework and experience, we can support the business and accelerate its evolution and growth,” Thoma Bravo Managing Partner Seth Boro said in a statement.

Sophos’ stock is up 154.30 pence ($1.94 per share), or 36.26 percent, to 579.80 pence per share ($7.27 per share) in trading midday Monday on the London Stock Exchange. The company’s board of directors plans to unanimously recommend the offer to Sophos shareholders, and the acquisition document indicated that 27.2 percent of Sophos shareholder votes have already been pledged in favor of the transaction.

“Thoma Bravo has deep sector expertise in cybersecurity software as well as a long and successful track record of partnering with and investing in its portfolio companies to support long-term growth and success,” Sophos Chairman Peter Gaines said in a statement. “Under Thoma Bravo's ownership we expect Sophos to accelerate its evolution and leadership in next-generation cybersecurity.”

Thoma Bravo said it plans to continue operating Sophos as a stand-alone business group, and doesn’t expect to undertake any material restructuring, material headcount reduction, or change in location to Sophos’ headquarters. However, the private equity firm does plan to reduce noncritical administrative expenses as well as go-to-market program spend that offers a lower return on investment.

The initial nonbinding acquisition proposal from Thoma Bravo came in June 2019, according to the acquisition documents.

The acquisition offer by Thoma Bravo comes nearly four and a half years after Sophos raised $125 million as part of an initial public offering that valued the company at $1.6 billion. And the IPO came five years after private equity firm Apax Partners acquired Sophos for $830 million.

Thoma Bravo has been extremely active in the cybersecurity space recently, purchasing storage and security player Barracuda Networks for $1.6 billion in February 2018; security information and event management vendor LogRhythm in July 2018; application and data protection vendor Imperva for $2.1 billion in October 2018; and application security vendor Veracode for $950 million in November 2018.

In addition, Thoma Bravo bought a majority stake in identity management vendor Centrify in July 2018, and then in October 2018 spun off its Identity-as-a-Service business into a stand-alone company called Idaptive, which is also owned by Thoma Bravo.

[Editor’s Note: Register now to see Mike Hoffman, principal at Thoma Bravo, deliver a keynote address at the NexGen Conference, hosted by CRN parent The Channel Company, Oct. 22 – 24 in Anaheim, Calif.]

Sophos
Founder
Type	Private
Industry	Computer software
Founded	1985; 36 years ago
Headquarters	Abingdon, England
Key people
Products	Security software
Services	Computer security
Revenue	$640.7 million (2018)^[1]
US$46.9 million (2018)^[1]
US$66.3 million (2018)^[1]
Owner	Thoma Bravo
Number of employees	3,319 (2018)^[1]
Website	sophos.com

Sophos Group plc is a British security software and hardware company. Sophos develops products for communication endpoint, encryption, network security, email security, mobile security and unified threat management. Sophos is primarily focused on providing security software to 100- to 5,000-seat organizations. While not a primary focus, Sophos also protects home users, through free and paid antivirus solutions (Sophos Home/Home Premium) intended to demonstrate product functionality. It was listed on the London Stock Exchange until it was acquired by Thoma Bravo in February 2020.

History[edit]

Sophos was founded by Jan Hruska and Peter Lammer and began producing its first antivirus and encryption products in 1985.^[2] During the late 1980s and into the 1990s, Sophos primarily developed and sold a range of security technologies in the UK, including encryption tools available for most users (private or business). In the late 1990s, Sophos concentrated its efforts on the development and sale of antivirus technology, and embarked on a program of international expansion.^[3]

In 2003, Sophos acquired ActiveState, a North American software company that developed anti-spam software. At that time viruses were being spread primarily through email spam and this allowed Sophos to produce a combined anti-spam and antivirus solution.^[4] In 2006, Peter Gyenes and Steve Munford were named chairman and CEO of Sophos, respectively. Jan Hruska and Peter Lammer remain as members of the board of directors.^[5] In 2010, the majority interest of Sophos was sold to Apax.^[6] In 2010, Nick Bray, formerly Group CFO at Micro Focus International, was named CFO of Sophos.^[7]

In 2011, Utimaco Safeware AG (acquired by Sophos in 2008–9) were accused of supplying data monitoring and tracking software to partners that have sold to governments such as Syria: Sophos issued a statement of apology and confirmed that they had suspended their relationship with the partners in question and launched an investigation.^[8]^[9] In 2012, Kris Hagerman, formerly CEO at Corel Corporation, was named CEO of Sophos and joined the company's board. Former CEO Steve Munford became non-executive chairman of the board.^[10] In February 2014, Sophos announced that it had acquired Cyberoam Technologies, a provider of network security products.^[11] In June 2015, Sophos announced plans to raise $US100 million on the London Stock Exchange.^[12] Sophos was floated on the FTSE in September 2015.^[13]

On 14 October 2019 Sophos announced that Thoma Bravo, a US-based private equity firm, made an offer to acquire Sophos for US$7.40 per share, representing an enterprise value of approximately $3.9 billion. The board of directors of Sophos stated their intention to unanimously recommend the offer to the company's shareholders.^[14] On 2 March 2020 Sophos announced the completion of the acquisition.^[15]

Acquisitions and partnerships[edit]

From September 2003 to February 2006, Sophos served as the parent company of ActiveState, a developer of programming tools for dynamic programming languages: in February 2006, ActiveState became an independent company when it was sold to Vancouver-based venture capitalist firm Pender Financial.^[16] In 2007, Sophos acquired ENDFORCE, a company based in Ohio, United States, which developed and sold security policy compliance and Network Access Control (NAC) software.^[17]^[18] In November 2016, Sophos acquired Barricade, a pioneering start-up with a powerful behavior-based analytics engine built on machine learning techniques,^[19] to strengthen synchronized security capabilities and next-generation network and endpoint protection. In February 2017, Sophos acquired Invincea, a software company that provides malware threat detection, prevention, and pre-breach forensic intelligence.^[20]^[21]^[22]

In March 2020, Thoma Bravo acquired Sophos for $3.9 billion.^[23]

References[edit]

^ ^a^b^c^d'Annual Report 2018'(PDF). Sophos. Retrieved 20 March 2019.
^'Sophos: the early years'. Naked Security.
^'Exterminator Tools'. Windows IT Pro. 15 November 1999. Retrieved 24 April 2017.
^'Sophos acquires anti-spam specialist ActiveState'. www.sophos.com. Retrieved 3 January 2016.
^'Sophos Management Team | Global Leaders in IT Security'. sophos.com.
^'Apax Partners to acquire majority stake in Sophos'.
^'Board of Directors'.
^'The Bureau Investigates article'. Archived from the original on 4 December 2011.
^'Statement from Sophos on Recent Media Reports'.
^'Sophos Board of Directors webpage'.
^'Sophos Acquires Cyberoam to Boost Layered Defense Portfolio'. Infosecurity Magazine.
^'Sophos Plans $100 Million London IPO'.
^'Sophos joins the UK's top public companies in the FTSE 250'.
^'Sophos founders exit before Thoma Bravo sale'. Global Capital. 5 December 2019. Retrieved 25 February 2020.
^'Sophos opens new chapter with take-private acquisition'.
^'ActiveState Acquired by Employees and Pender Financial Group; Company Renews Focus on Tools and Solutions for Dynamic Languages'. Business Wire. 22 February 2006. Retrieved 24 April 2017.
^'Sophos buys Endforce for network access control'. Network World. 11 January 2007. Retrieved 24 April 2017.
^Wauters, Robin. 'Sophos beefs up on online security, acquires Dutch security software firm SurfRight for $31.8 million'. Retrieved 2 August 2016.
^https://www.sophos.com/en-us/press-office/press-releases/2016/11/sophos-acquires-security-analytics-start-up-in-ireland.aspx
^'Sophos Adds Advanced Machine Learning to Its Next-Generation Endpoint Protection Portfolio with Acquisition of Invincea'. Sophos. 8 February 2017. Retrieved 11 February 2017.
^'Sophos grows anti-malware ensemble with Invincea'. Sophos. 8 February 2017. Retrieved 11 February 2017. One may ask, if you already have great next-generation technology, why do you need Invincea’s technology?...Think of Invincea as the superhero that takes our ensemble to the next level – the entity that adds neural network-based machine learning to the team.
^'Sophos to Acquire Invincea to Add Industry Leading Machine Learning to its Next Generation Endpoint Protection Portfolio'. Invincea. 8 February 2017. Retrieved 11 February 2017.
^'Thoma Bravo completes $3.9B Sophos acquisition'. TechCrunch. Retrieved 7 April 2020.