Thoma Bravo Announces a Recommended Cash Offer for Sophos Group

San Francisco and London, 14 October 2019 – Thoma Bravo, LLC (“Thoma Bravo”), a leading private equity investment firm focused on the software and technology-enabled services sectors, today announced that it has reached agreement with the board of directors of Sophos Group plc (“Sophos”) on the terms of a recommended cash offer for the entire issued and to be issued share capital of Sophos (the “Acquisition”).

The proposed offer price of $7.40 pence per share in cash represents a 37.1 per cent premium to the closing price per Sophos share of 425.5p on 11 October 2019 and implies an enterprise value of $3,948 million and a multiple of approximately 32 times Sophos’ unlevered free cash flow of $124 million for the year ended 31 March 2019. Irrevocable commitments to vote in favour of the recommended offer have been received from shareholders in respect of 27.2% of the existing issued ordinary share capital of Sophos at at 11 October 2019.

Thoma Bravo currently manages a series of private equity funds representing more than $35 billion of capital commitments and, in the software industry, is one of the most active private equity firms, having completed more than 200 acquisitions representing over $50 billion in aggregate enterprise value. Thoma Bravo invests in and grows software and technology businesses, supporting portfolio companies by investing in growth initiatives and strategic acquisitions that drive long-term value. The acquisition of Sophos would further demonstrate Thoma Bravo’s focus on the large and growing cybersecurity market.

Sophos, a company listed on the Main Market of the London Stock Exchange, since its inception has grown substantially through organic development as well as through strategic acquisitions and today has established itself as a leading global provider of cloud-enabled end user and network security solutions with over 400,000 customers in more than 150 countries, over 47,000 channel partners and more than 100 million users.

Thoma Bravo recognizes Sophos’ management’s track record driven by its innovative, simple and highly effective solutions, extensive partner network, and strong retention and renewal rates. Thoma Bravo believes that Sophos’ significant investments in technology, products, and expertise can enable the company to successfully evolve into a next-generation security leader with a significant opportunity to enhance its services offering. Thoma Bravo’s expertise with cybersecurity software companies, strong operational framework, and deep experience guiding companies through successful business model and technology transitions is expected to enable it to accelerate Sophos’ growth, enhance profitability, and further improve performance.

Commenting on the Acquisition, Seth Boro, a Managing Partner at Thoma Bravo said:

“We are excited by the opportunity to partner with the Sophos management team and employees as we further develop Sophos as a best-in-class software franchise and nextgen security leader. The Acquisition fits with our strategy of investing in and growing software and technology businesses globally. The global cybersecurity market is evolving rapidly, driven by significant technological innovation, as cyber threats to business increase in scope and complexity. Sophos has a market-leading product portfolio, and we believe that by applying Thoma Bravo’s expertise, operational framework and experience, we can support the business and accelerate its evolution and growth.”

It is intended that the Acquisition will be implemented through Bidco, a newly incorporated company, formed on behalf of funds managed and/or advised by Thoma Bravo, by way of a court sanctioned scheme of arrangement under Part 26 of the United Kingdom’s Companies Act 2006. The Acquisition is conditional on the approval of the scheme of arrangement by Sophos shareholders and customary regulatory approvals and other conditions and is expected to be completed in the first quarter of 2020.

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