Everbridge to be acquired by Thoma Bravo for $1.5B in cash

Everbridge announced that it has entered into a definitive agreement to be acquired by Thoma Bravo in an all-cash transaction valuing Everbridge at approximately $1.5B. Upon completion of the transaction, Everbridge will become a privately held company. Under the terms of the agreement, Everbridge shareholders will receive $28.60 per share in cash. The per share purchase price represents a 32% premium to the Everbridge volume-weighted average share price over the last 90 days. The transaction, which was approved by the Everbridge board of directors, is expected to close in the second calendar quarter of 2024, subject to customary closing conditions, including approval by Everbridge shareholders and the receipt of required regulatory approvals. The transaction is not subject to a financing condition. The agreement includes a 25-day “go-shop” period expiring on February 29, 2024, which permits the Everbridge Board and its advisors to actively initiate and solicit alternative acquisition proposals from certain third parties, as described in the merger agreement. The Everbridge board has the right to terminate the merger agreement to accept a superior proposal subject to the terms and conditions of the merger agreement. There can be no assurance that this “go-shop” will result in a superior proposal, and Everbridge does not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or otherwise required. Upon completion of the transaction, Everbridge common stock will no longer be listed on any public stock exchange. The company will continue to operate under the Everbridge name and brand.