At the conclusion of its review, the Special Committee, among other things, unanimously (1) determined that the Merger Agreement, including the Merger, is advisable, fair to, and in the best interests of KnowBe4 and the The Special Committee, as more fully described in the enclosed proxy statement, evaluated the Merger, with the assistance of its own independent financial and Opportunities and to take other actions that the Special Committee deemed appropriate. KnowBe4 Board) formed a Special Committee of the KnowBe4 Board comprised solely of independent and disinterested directors (the Special Committee) to engage with Vista, to consider other potential value creation If the Merger isĬompleted, KnowBe4 will become a privately held company, wholly owned by Parent.
The proposed Merger is a going-private transaction under the rules of the Securities and Exchange Commission.
#Nortonlifelock avast 8.1b full#
September 16, 2022 of $17.30 per share of KnowBe4s Class A common stock, the last full trading day before Vista publicly disclosed its initial non-binding acquisition proposal. This amount represents a 44 percent premium to the unaffected closing price on
If the Merger is completed, at the effective time of the Merger, each issued and outstanding share of KnowBe4s Class A common stockĪnd each issued and outstanding share of KnowBe4s Class B common stock (together, the KnowBe4 common stock), subject to certain exceptions specified in the Merger Agreement, will be canceled and extinguished andĪutomatically converted into the right to receive cash in an amount equal to $24.90 per share, without interest and subject to any applicable withholding taxes. Merger, and a proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement. At the Special Meeting, you willĪlso be asked to consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by KnowBe4 to its named executive officers in connection with the Pursuant to the Merger Agreement, Merger Sub will merge with and into KnowBe4, with KnowBe4 surviving such merger as a wholly owned subsidiary of Parent (the Merger). Parent and Merger Sub are affiliates of Vista Equity Partners Management, LLC ( Vista), a leading private equity firm focused on investments in software, data and Proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of October 11, 2022 (the Merger Agreement), between Oranje Holdco, LLC ( Parent), Oranje Merger Improved communication and cost savings for our stockholders.Īt the Special Meeting, you will be asked to consider and vote on a
We believe that a virtual meeting provides expanded access, You will be able to listen to the Special Meeting live and vote online. You mayĪttend the Special Meeting via a live interactive webcast at. The Special Meeting will be held on, at, Eastern time.
Postponement, or other delay thereof, the Special Meeting ) of KnowBe4, Inc., a Delaware corporation ( KnowBe4). You are cordially invited to attend a special meeting of stockholders (together with any adjournment, Taking due account of its legal obligations with respect to the regulatory clearances and authorisations, as well as the views and comments of Avast, NortonLifeLock will have the right to determine the strategy for obtaining the regulatory clearances and authorisations, and for satisfying the Regulatory Conditions.PRELIMINARY PROXY STATEMENTSUBJECT TO COMPLETION The CSOI is provided to employees of DEC or DEP for the purpose of implementing, and operating pursuant to, the JDA in accordance with the Regulatory Conditions approved in Docket Nos. SNC-Lavalin and Atkins have agreed to certain undertakings to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, notifications and submission to be made in relation to obtaining the necessary clearances to satisfy the Regulatory Conditions.įor the purposes of these Regulatory Conditions, capitalized terms shall have the meanings set forth below. Regulatory Conditions: The conditions imposed by the Commission in connection with or related to the Merger. Examples of Regulatory Conditions in a sentence
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