Cambridge cybersecurity firm Darktrace is to be acquired by the American private equity group Thoma Bravo in a deal worth £4.25billion ($5.32bn).
The companies have confirmed that Darktrace will continue to be headquartered in Cambridge, with no major restructuring here.
The cash deal consists of an agreed price of 7.75 dollars (620p) per share, a 44 per cent premium on Darktrace’s average share price in the last three months, Thoma Bravo said.
Darktrace uses artificial intelligence to scan for hacks and data leaks inside IT networks.It was formed in Cambridge in 2013 following discussions between mathematicians and intelligence experts from MI5 and GCHQ.
They brought together advanced machine learning with a new branch of Bayesian probability theory, developed by University of Cambridge mathematicians, to analyse huge volumes of data on a network and learns what is normal behaviour.
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Darktrace, now based in the Maurice Wilkes Building off Cowley Road, was among the firms represented at the AI Safety Summit at Bletchley Park in November, where world leaders and major tech firms met to discuss the potential threat of artificial intelligence.
Thoma Bravo had previously approached Darktrace about a possible acquisition in 2022, but talks at the time did not result in an offer.
The private equity firm, formed more than 40 years ago, has $138bn of funds under management and has about 75 companies in its portfolio. The acquisition would help it to expand in the US, it is thought.
Poppy Gustafsson, the CEO of Darktrace, said: “I am immensely proud of our brilliant business and people. From our base in Cambridge, we are building a world-leading company using a unique form of artificial intelligence to address the societal challenge of cybersecurity.
“This proposed offer represents the next stage in our growth journey and I am excited by the many opportunities we have ahead of us. Our technology has never been more relevant in a world increasingly threatened by AI-powered cyberattacks. In the face of this, we are expanding our product portfolio, entering new markets, and focused on delivering for our customers, partners and colleagues.”
In their announcement to investors, the companies said Darktrace had determined that Thomas Bravo was a “suitable owner of Darktrace from the perspective of all stakeholders”, adding: “The Darktrace board have also taken into account Thoma Bravo’s intentions for the business, including its employees, customers, suppliers and business partners and is encouraged that Thoma Bravo intends to support the management team as they continue to grow Darktrace as an independent business, headquartered in the UK.
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“This includes Thoma Bravo’s intentions that employees are appropriately incentivised to support the long-term growth of the business, that Darktrace retains its research and development capabilities in the UK and the Netherlands, and that there will be no material restructurings or changes to Darktrace’s Cambridge, UK headquarters, or other business operations.
“Darktrace continues to be a British tech champion operating at the forefront of AI to solve the problem of cyber security in the UK and around the world and will continue to engage constructively with its stakeholders, including government, to contribute to AI and cyber security resilience.
“Darktrace will continue to create high skilled jobs in the UK and invest in building world-class cyber AI capabilities to improve UK resilience. Being able to draw on Thoma Bravo’s resources and expertise will support Darktrace’s continued growth globally, resulting in further opportunities for its people.”
Darktrace was listed on the London Stock Exchange in 2021.
Explaining the reasons behind the recommended acquisition, the companies said: “Since its inception in 2013, Darktrace has rapidly grown to become a successful global leader in cybersecurity artificial intelligence, currently employing over 2,300 people around the world and protecting over 9,400 customers globally from advanced cyber threats.
“Rather than study historic attacks, Darktrace’s technology continuously learns and updates its knowledge of an organisation’s business data and applies that understanding to help transform security operations to a state of proactive cyber resilience. The Darktrace ActiveAI Security Platform provides a full lifecycle approach to cyber resilience that can autonomously spot and respond to known and unknown in progress threats within seconds across the entire organisation, including cloud, apps, email, endpoint, network and operational technology.”
They add: “Whilst the Darktrace board remain confident that Darktrace’s strategy can continue to deliver attractive returns for shareholders and that Darktrace has a strong future as a public company, the Darktrace Board believes that Darktrace’s operating and financial achievements have not been reflected commensurately in its valuation with shares trading at a significant discount to its global peer group.
“The Darktrace board recognises that there are risks to, as well as uncertainty as to the timing and delivery of, shareholder returns on the public market and the Acquisition provides an opportunity for Darktrace Shareholders to receive the certainty of cash consideration at a fair value for their shares at this time in Darktrace’s evolution.”
Gordon Hurst, the chair of Darktrace, said: “The proposed offer represents an attractive premium and an opportunity for shareholders to receive the certainty of a cash consideration at a fair value for their shares.
“The proposed acquisition will provide Darktrace access to a strong financial partner in Thoma Bravo, with deep software sector expertise, who can enhance the company’s position as a best-in-class cyber AI business headquartered in the UK.”
Andrew Almeida, partner of Thoma Bravo, added: “Darktrace is at the very cutting edge of cybersecurity technology, and we have long been admirers of its platform and capability in artificial intelligence. The pace of innovation in cybersecurity is accelerating in response to cyber threats that are simultaneously complex, global and sophisticated. Darktrace is driven by a culture of innovation and we are excited by the opportunity to work alongside Darktrace’s team and accelerate its development into a scaled, global leader, further strengthening its capability and offer to customers. Thoma Bravo has been investing exclusively in software for over twenty years and we will bring to bear the full range of our platform, operational expertise and deep experience of cybersecurity in supporting Darktrace’s growth.”
The announcement comes after another UK-based cybersecurity firm, Egress, confirmed it had agreed a deal to be acquired by US security giant KnowBe4 for an undisclosed amount.
