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done

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correlating content, behavior and threats

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Manage risk and data retention needs with a modern compliance and archiving
solution

PROTECT CLOUD APPS

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data loss and mitigating compliance risk

SECURE MICROSOFT 365

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collaboration suite

DEFEND YOUR REMOTE WORKFORCE

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remote workers

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CAREERS

Stand out and make a difference at one of the world's leading cybersecurity
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NEWS CENTER

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SUPPORT

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News Center
Proofpoint Enters Definitive Agreement to be Acquired by Thoma Bravo in $12.3
Billion Transaction


PROOFPOINT ENTERS DEFINITIVE AGREEMENT TO BE ACQUIRED BY THOMA BRAVO IN $12.3
BILLION TRANSACTION

April 26, 2021


Proofpoint Shareholders to Receive $176.00 Per Share in Cash

Announces First Quarter Fiscal Year 2021 Financial Results

SUNNYVALE & SAN FRANCISCO, Calif., April 26, 2021 -- Proofpoint, Inc. (NASDAQ:
PFPT) (the “Company”), a leading cybersecurity and compliance company, today
announced that it has entered into a definitive agreement to be acquired by
Thoma Bravo, a leading private equity investment firm focused on the software
and technology-enabled services sector, in an all-cash transaction that values
Proofpoint at approximately $12.3 billion.

Under the terms of the agreement, Proofpoint shareholders will receive $176.00
per share in cash, representing a premium of approximately 34 percent over
Proofpoint’s closing share price on April 23, 2021, the last full trading day
prior to the transaction announcement, and a premium of approximately 36 percent
over Proofpoint’s three-month volume-weighted average closing share price
through April 23, 2021. Upon completion of the transaction, Proofpoint will
become a private company with the flexibility and resources to continue
providing the most effective cybersecurity and compliance solutions to protect
people and organizations around the world. Additionally, Proofpoint will benefit
from the operating capabilities, capital support and deep sector expertise of
Thoma Bravo – one of the most experienced and successful software investors in
the world.

“Today’s announcement is a testament to the strength of Proofpoint’s
people-centric approach to cybersecurity and compliance and underscores our
important role preventing, defending and responding to today’s threats,” said
Gary Steele, Chairman and CEO of Proofpoint. “We have made tremendous strides in
expanding the sophistication and scale of our offerings, and in 2020 we
generated more than $1 billion in annual revenue – making Proofpoint the first
SaaS-based cybersecurity and compliance company to reach that milestone. We
believe that as a private company, we can be even more agile with greater
flexibility to continue investing in innovation, building on our leadership
position and staying ahead of threat actors. Thoma Bravo is an experienced
software investor, providing capital and strategic support to technology
organizations, and our partnership will accelerate Proofpoint’s growth and scale
at an even faster pace. This is an exciting new chapter for Proofpoint that
would not have been possible without our employees’ hard work and commitment to
our customers, partners and each other.”

Dana Evan, Lead Independent Director of the Proofpoint Board of Directors, said,
“We are confident that this transaction is a great outcome for our shareholders,
our employees, our customers and our Company. Following Thoma Bravo’s approach,
we thoroughly reviewed the proposal with the assistance of independent financial
and legal advisors. We determined this premium, all-cash offer and partnership
would create immediate and certain value for shareholders and help us achieve
our operational and market ambitions more quickly for the benefit of our
customers. Today’s announcement is a credit to the Proofpoint team which has
delivered outstanding operating performance without ever losing sight of our
customers, positioning the Company to capture significant value for our
shareholders.”

“Proofpoint has achieved tremendous outcomes for customers around the world, and
we’re excited to partner with this talented team at a moment when organizations
need innovative solutions to navigate an increasingly treacherous cybersecurity
environment,” said Seth Boro, a Managing Partner at Thoma Bravo. “Proofpoint
places people at the center of its compliance and security strategy and plays a
vital role in helping enterprises protect their data. Thoma Bravo’s approach to
value creation is rooted in partnering with the organization in which we invest
and looking for opportunities to both enhance their existing operations and
build technology platforms that drive significant growth. Proofpoint’s
opportunity as a privately held company is incredibly compelling, and we look
forward to working closely with them to drive continued business growth and
deliver world-class advanced threat protection to even more customers in even
more ways.”

“Proofpoint has established itself as a true powerhouse in the cybersecurity
sector due to its innovative suite of market-leading products and impressive
customer base of leading companies around the world,” said Chip Virnig, a
Partner at Thoma Bravo. “As the sophistication of cyberattacks continues to
increase, Proofpoint is delivering the most effective solutions to help
organizations protect their data and people across digital platforms. We look
forward to partnering with the talented Proofpoint team and leveraging Thoma
Bravo’s significant security and operational expertise to help accelerate the
Company’s growth.”

Transaction Details

Proofpoint’s Board of Directors (“the Board”) has unanimously approved the
agreement with Thoma Bravo and recommends that Proofpoint shareholders vote in
favor of the transaction at the Special Meeting of Shareholders to be called in
connection with the transaction.

The agreement includes a 45-day “go-shop” period expiring on June 9, 2021, which
allows the Board and its advisors to actively initiate, solicit and consider
alternative acquisition proposals from third parties. The Board will have the
right to terminate the merger agreement to enter into 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 Proofpoint
does not intend to disclose developments with respect to the solicitation
process unless and until it determines such disclosure is appropriate or
otherwise required.

The transaction is expected to close in the third quarter of 2021, subject to
customary closing conditions, including approval by Proofpoint shareholders and
receipt of regulatory approvals. Upon closing of the transaction, Proofpoint’s
common stock will no longer be listed on any public market. The Company will
continue to be headquartered in Sunnyvale, California.

First Quarter 2021 Financial Results

In a separate press release, Proofpoint today announced its first quarter fiscal
year 2021 financial results. The press release is also available on the Investor
Relations section of the Company’s website. In light of the announced
transaction with Thoma Bravo, Proofpoint has cancelled its earnings conference
call previously scheduled for April 29, 2021.

Advisors

Morgan Stanley & Co. LLC is acting as exclusive financial advisor to Proofpoint,
and Skadden, Arps, Slate, Meagher & Flom LLP is acting as its legal counsel.
Financing for the transaction is being provided by Goldman Sachs & Co. LLC.
Goldman Sachs & Co. LLC is also serving as financial advisor to Thoma Bravo, and
Kirkland & Ellis LLP is serving as its legal counsel.

 

About Proofpoint, Inc.

Proofpoint, Inc. (NASDAQ: PFPT) is a leading cybersecurity and compliance
company that protects organizations’ greatest assets and biggest risks: their
people. With an integrated suite of cloud-based solutions, Proofpoint helps
companies around the world stop targeted threats, safeguard their data, and make
their users more resilient against cyber attacks. Leading organizations of all
sizes, including more than half of the Fortune 1000, rely on Proofpoint for
people-centric security and compliance solutions that mitigate their most
critical risks across email, the cloud, social media, and the web. More
information is available at www.proofpoint.com.

Proofpoint is a trademark or registered trademark of Proofpoint, Inc. in the
U.S. and other countries. All other trademarks contained herein are the property
of their respective owners.

About Thoma Bravo

Thoma Bravo is a leading private equity firm focused on the software and
technology-enabled services sectors. With more than $76 billion in assets under
management as of December 31, 2020, Thoma Bravo partners with a company's
management team to implement operating best practices, invest in growth
initiatives and make accretive acquisitions intended to accelerate revenue and
earnings, with the goal of increasing the value of the business. The firm has
offices in San Francisco and Chicago, with a planned expansion to Miami in the
second half of 2021. For more information, visit thomabravo.com.

Important Information and Where to Find It

In connection with the proposed transaction between Proofpoint, Inc.
(“Proofpoint”) and Thoma Bravo, L.P. (“Thoma Bravo”), Proofpoint will file with
the Securities and Exchange Commission (“SEC”) a proxy statement (the “Proxy
Statement”), the definitive version of which will be sent or provided to
Proofpoint stockholders. Proofpoint may also file other documents with the SEC
regarding the proposed transaction. This document is not a substitute for the
Proxy Statement or any other document which Proofpoint may file with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may
obtain free copies of the Proxy Statement (when it is available) and other
documents that are filed or will be filed with the SEC by Proofpoint through the
website maintained by the SEC at www.sec.gov, Proofpoint’s investor relations
website at https://investors.proofpoint.com or by contacting the Proofpoint
investor relations department at the following:

Proofpoint, Inc.

investor-relations@proofpoint.com

(408) 585-4351

Participants in the Solicitation

Proofpoint and certain of its directors and executive officers may be deemed to
be participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding Proofpoint’s directors and executive
officers, including a description of their direct interests, by security
holdings or otherwise, is contained in Proofpoint’s proxy statement for its 2020
annual meeting of stockholders, which was filed with the SEC on April 24, 2020.
Proofpoint stockholders may obtain additional information regarding the direct
and indirect interests of the participants in the solicitation of proxies in
connection with the proposed transaction, including the interests of Proofpoint
directors and executive officers in the transaction, which may be different than
those of Proofpoint stockholders generally, by reading the Proxy Statement and
any other relevant documents that are filed or will be filed with the SEC
relating to the transaction. You may obtain free copies of these documents using
the sources indicated above.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of
the federal securities laws, including Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements are based on Proofpoint’s current
expectations, estimates and projections about the expected date of closing of
the proposed transaction and the potential benefits thereof, its business and
industry, management’s beliefs and certain assumptions made by Proofpoint and
Thoma Bravo, all of which are subject to change. In this context,
forward-looking statements often address expected future business and financial
performance and financial condition, and often contain words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,”
“may,” “would,” “might,” “potentially,” “estimate,” “continue,” “expect,”
“target,” similar expressions or the negatives of these words or other
comparable terminology that convey uncertainty of future events or outcomes. All
forward-looking statements by their nature address matters that involve risks
and uncertainties, many of which are beyond our control, and are not guarantees
of future results, such as statements about the consummation of the proposed
transaction and the anticipated benefits thereof. These and other
forward-looking statements, including the failure to consummate the proposed
transaction or to make or take any filing or other action required to consummate
the transaction on a timely matter or at all, are not guarantees of future
results and are subject to risks, uncertainties and assumptions that could cause
actual results to differ materially from those expressed in any forward-looking
statements. Accordingly, there are or will be important factors that could cause
actual results to differ materially from those indicated in such statements and,
therefore, you should not place undue reliance on any such statements and
caution must be exercised in relying on forward-looking statements. Important
risk factors that may cause such a difference include, but are not limited to:
(i) the completion of the proposed transaction on anticipated terms and timing,
including obtaining shareholder and regulatory approvals, anticipated tax
treatment, unforeseen liabilities, future capital expenditures, revenues,
expenses, earnings, synergies, economic performance, indebtedness, financial
condition, losses, future prospects, business and management strategies for the
management, expansion and growth of Proofpoint’s business and other conditions
to the completion of the transaction; (ii) the impact of the COVID-19 pandemic
on Proofpoint’s business and general economic conditions; (iii) Proofpoint’s
ability to implement its business strategy; (iv) significant transaction costs
associated with the proposed transaction; (v) potential litigation relating to
the proposed transaction; (vi) the risk that disruptions from the proposed
transaction will harm Proofpoint’s business, including current plans and
operations; (vii) the ability of Proofpoint to retain and hire key personnel;
(viii) potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the proposed transaction; (ix)
legislative, regulatory and economic developments affecting Proofpoint’s
business; (x) general economic and market developments and conditions; (xi) the
evolving legal, regulatory and tax regimes under which Proofpoint operates;
(xii) potential business uncertainty, including changes to existing business
relationships, during the pendency of the merger that could affect Proofpoint’s
financial performance; (xiii) restrictions during the pendency of the proposed
transaction that may impact Proofpoint’s ability to pursue certain business
opportunities or strategic transactions; and (xiv) unpredictability and severity
of catastrophic events, including, but not limited to, acts of terrorism or
outbreak of war or hostilities, as well as Proofpoint’s response to any of the
aforementioned factors. These risks, as well as other risks associated with the
proposed transaction, are more fully discussed in the Proxy Statement to be
filed with the U.S. Securities and Exchange Commission in connection with the
proposed transaction. While the list of factors presented here is, and the list
of factors presented in the Proxy Statement will be, considered representative,
no such list should be considered to be a complete statement of all potential
risks and uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward looking statements. Consequences of
material differences in results as compared with those anticipated in the
forward-looking statements could include, among other things, business
disruption, operational problems, financial loss, legal liability to third
parties and similar risks, any of which could have a material adverse effect on
Proofpoint’s financial condition, results of operations, or liquidity.
Proofpoint does not assume any obligation to publicly provide revisions or
updates to any forward-looking statements, whether as a result of new
information, future developments or otherwise, should circumstances change,
except as otherwise required by securities and other applicable laws.


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