Ivanti announced it has signed
definitive agreements to acquire MobileIron Inc., a leading
provider of mobile-centric unified endpoint management solutions, and Pulse
Secure LLC, a leading provider of secure access and mobile security
solutions.
Under the terms of the agreement with MobileIron, Ivanti will
acquire all outstanding shares of MobileIron common stock for a total value of
approximately $872 million. MobileIron stockholders will receive $7.05 in cash
per share, representing a 27% premium to the unaffected closing stock price as
of September 24, 2020. MobileIron's Board of Directors unanimously approved the
deal and recommended that stockholders vote their shares in favor of the
transaction.
Pulse Secure will be acquired from affiliates of Siris Capital
Group, LLC (together, "Siris"). The terms of the Pulse Secure transaction were
not disclosed.
By acquiring MobileIron and Pulse Secure, Ivanti will be
delivering on its vision to enable the self-healing autonomous edge with
adaptive security and contextualized, personalized experiences for remote
workers. The combination of Ivanti, MobileIron, and Pulse Secure will cement
Ivanti's leadership in unified endpoint management, zero trust security, and
enterprise service management, which are critical in today's remote work
environment. With today's announced transactions, Ivanti will enable customers
to discover, manage, secure service, and automate across all device types with
the Ivanti Neurons hyper-automation platform. Additionally, customers will
benefit from the expanded scale, corporate resources, service capabilities and
financial flexibility that Ivanti will deliver. Upon completion of the
transactions, the combined company will continue to be led by Ivanti chairman
and CEO Jim Schaper.
"By
combining MobileIron and Pulse Secure with Ivanti, we are creating a leader in
the large and growing unified endpoint management, security, and enterprise
service management markets. We now have the most comprehensive set of software
solutions that address the growing market demand for the future of work, where
working from anywhere on any device type is the new normal," said Mr. Schaper.
"With the integration of our industry knowledge and complementary product
offerings, Ivanti will be well-positioned to provide our expansive customer
base with the critical tools needed to tackle IT challenges in the new normal.
We welcome MobileIron's and Pulse Secure's employees, customers, and partner
network to the Ivanti family and thank Clearlake and TA Associates for their
strong support in enabling these transformational transactions."
"We
are thrilled to join forces with Ivanti and Pulse Secure in a combination that
will accelerate our ability to help organizations quickly and securely embrace
the future of work, in which employees, IT infrastructure and customers are
everywhere - and mobile devices provide access to everything," added Simon
Biddiscombe, CEO of MobileIron. "Bringing our solutions together will enable
organizations to easily secure users, devices, data and access in the
Everywhere Enterprise. We're confident that this transaction will deliver
comprehensive security for the next generation workforce, provide enhanced
opportunities for our team of employees, and better serve our customer base.
Additionally, we believe this combination represents the best path forward for
our stockholders and MobileIron."
"Over
the course of Pulse Secure's evolution, we have established ourselves as a
leading provider of secure access solutions to enterprises and service
providers, with a dedicated group of employees, a focused strategy complemented
by strong execution and an integrated portfolio of offerings designed to
improve customers' productivity, provide them with greater visibility and
improve their compliance posture," added Sudhakar Ramakrishna, CEO of Pulse
Secure. "Siris has been a committed partner working side-by-side with us
throughout our journey, and we are grateful for the team's support and added
value to our business. As it relates to the future of work, Ivanti shares our
belief that ‘Remote is the New Normal' and our commitment to building Secure
Access solutions that offer simple and unified user experiences. We are
excited to join the Ivanti family alongside MobileIron and look forward to
utilizing the resources that Clearlake and TA Associates provide to further
establish our position as a Secure Access leader for Hybrid IT environments in
a world of Zero Trust."
"We
are pleased with this culmination of our investment in, and partnership with,
Pulse Secure," added Hilton Romanski, Partner of Siris. "Sudhakar and the rest
of the Pulse Secure management team have done an exemplary job of building a
world-class, market leading security business from the foundational technology
that Siris originally acquired. Pulse Secure's uncompromising ability to meet
customer needs resulting from digital business and pandemic-related demand for
distributed work, while simultaneously executing its long-term growth strategy,
is a clear testament to the quality and expertise of the company and its
leadership team. We look forward to seeing Ivanti continue to drive Pulse
Secure's growth and expansion with the backing of Clearlake and TA Associates."
In
August, Ivanti, a portfolio company of Clearlake, announced a new strategic
investment from TA Associates. The investment from TA Associates, along with
new capital from Clearlake, will be used to accelerate Ivanti's growth.
Clearlake and TA partnered to fund the strategic acquisitions. UBS Investment
Bank advised Clearlake and Ivanti in the transaction, and Shea & Company,
LLC advised TA Associates on the strategic investment in Ivanti.
"The
transformational combination of Ivanti, MobileIron, and Pulse Secure brings
together three complementary, market leading businesses to bolster Ivanti's
position as a security software market leader," said
Behdad Eghbali, Founder and Managing Partner, and Prashant Mehrotra, Partner,
of Clearlake. "The combined business will have the scale, breadth of capabilities,
and resources to extend its leadership position and to offer a complete product
portfolio addressing the critical IT needs of its clients. We are excited to
continue utilizing our O.P.S.
framework to support Jim Schaper and the rest of the Ivanti management team as
they execute on their strategy of aggressive organic and inorganic growth."
"The
union between Ivanti, MobileIron, and Pulse Secure creates a unique platform
with significant capabilities and a highly experienced management team, and
enhances the resources available to invest in the next generation of products,"
said Hythem El-Nazer and Harry Taylor, Managing Directors of TA Associates. "We
were excited to announce TA Associates' investment in Ivanti in August, and
look forward to our ongoing partnership with Clearlake and Jim Schaper to
execute on our shared aggressive growth plan for the company."
Morgan Stanley Senior Funding, Inc., BofA
Securities, UBS Investment Bank, and BMO Capital Markets are providing debt
financing for the acquisitions. UBS Investment Bank, BofA Securities, Morgan
Stanley & Co. LLC and BMO Capital Markets advised Ivanti in connection with
the acquisitions of MobileIron and Pulse Secure. Sidley Austin LLP provided
legal counsel for the acquisitions and Kirkland & Ellis LLP provided legal
counsel for the financing for Ivanti. Barclays acted
as the exclusive advisor to MobileIron. Pulse Secure and Siris were advised by
Goldman Sachs & Co. LLC in the sale. The closings of the
transactions are subject to customary conditions, including regulatory and
MobileIron stockholder approvals.