(Bloomberg) -- Exclusive Networks SA received a buyout offer from private equity firms Clayton Dubilier & Rice and Permira that values the French cybersecurity company at about €2.2 billion ($2.4 billion).
The binding proposal provides a value of a €24.25 a share, according to a statement Wednesday. That’s about 34% above where the stock was trading in March, when reports surfaced that Permira, the company’s controlling shareholder, was considering taking it private again.
The deal calls for Exclusive Networks to issue a special dividend of €5.29 a share. After that, the buyout firms would acquire the 67% of the company owned by Permira and company founder Olivier Breittmayer at €18.96. Then the consortium would begin a tender offer for the remaining shares at the same price.
Given that Exclusive Networks went public three years ago at €20 a share, the premium is low, said Nicolas Thorez, an analyst at Oddo BHF.
“This is all the more regrettable for the minority shareholder as a counteroffer or upgrade scenario appears limited at this stage, given the ownership structure,” he said in a note to clients.
Shares of Exclusive Networks rose 0.4% to €23.15 at 1:52 p.m. in Paris. The company declined to comment on Thorez’s remarks.
Exclusive Networks would refinance its debt as part of the transaction and Breittmayer would remain a shareholder after the company is taken private, according to the statement.
The board unanimously welcomed the proposed transaction and approved the refinancing and the exceptional distribution, Exclusive Networks said.
The board formed a committee of three independent directors and appointed an adviser to provide a fairness opinion on the offer, it said. The board will issue an opinion on the bid after the filing of the mandatory tender offer, a recommendation from the committee and the receipt of the fairness opinion, according to the statement.
Bloomberg News reported this month that the private equity consortium had lined up financing for the buyout.
The deal adds to a wave of acquisitions of cybersecurity assets this year after some high-profile hacks pushed the industry into the spotlight. Permira also announced a deal in May for Israeli fraud protection firm BioCatch. CyberArk Software Ltd. agreed to buy Thoma Bravo-backed Venafi that month, and cloud security firm Wiz Inc. hit a $12 billion valuation in its latest funding round.
The buyers will need to navigate France’s uncertain political situation: President Emmanuel Macron has appointed a caretaker government in the aftermath of snap elections that saw a coalition of left-wing parties win the most seats in the country’s National Assembly but fall short of an absolute majority.
That may create a hurdle to getting transactions done in France, with some investors possibly becoming nervous about striking deals in an uncertain political environment. Bpifrance, the state investment bank, owns a stake in Exclusive Networks and has a seat on the board.
The buyers expect to acquire the shares from Permira and the founder and file the tender offer at the beginning of 2025, according to a separate statement from the buyout firms.
In a statement late Tuesday, Exclusive Networks said first-half gross sales rose 11% on a constant currency basis.
(Updates with analyst comment in 4th, 5th paragraphs.)
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