Thales to create a world-class global cybersecurity leader, acquiring US-based cyber champion Imperva from Thoma Bravo

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Thales (Euronext Paris: HO) announces today that it has reached an agreement with Thoma Bravo, a major software investment firm, for the acquisition of 100% of Imperva, a leading US-based data and application cybersecurity company, for an enterprise value of $3.6 billion1 .

With this acquisition, Thales is taking its cybersecurity business to the next level. Imperva will enable growth in data security and Thales' entry into the attractive application security market. Thales total cybersecurity business will generate more than 2.4 billion revenues2 .

The transaction price is based on a $3.6 billion enterprise value1.

Significant value creation for Thales shareholders:

$110 million of run rate cost and revenue synergies

Financial profile of DIS segment enhanced

Significant medium-term adjusted EPS accretion

Transaction adjusted ROCE3 above WACC in Year 5 post-closing

Imperva's integration into Thales will significantly expand Thales' addressable market in an already fast-growing sector.

The new financial targets set for Thales' Digital Identity and Security (DIS) activity are:

2024-2027 organic sales growth: +6 to +7%

2027 EBIT3 margin to reach 16.5%

The acquisition is in line with Thales' disciplined capital deployment framework, with no impact on the Group existing dividend policy or ongoing share buyback programme.

Closing of the transaction is expected by the beginning of 2024, upon completion of customary antitrust and regulatory approvals. 1: $3.7 billion gross enterprise value minus $0.1 billion tax benefits

2: In 2024, pro forma of the proposed acquisitions of Imperva and Tesserent

3: Non-GAAP financial indicators, see definitions in appendix

Patrice Caine, Chairman and Chief Executive Officer, Thales, declared: The acquisition of Imperva marks a major milestone in Thales' cybersecurity strategy. With this acquisition, we are seizing a unique opportunity to accelerate our cybersecurity capabilities and are taking an important step towards our ambition to build a world-class global cybersecurity integrated player, providing a comprehensive portfolio of products and services. We have tremendous respect for Imperva's innovative application and data security offerings. Imperva and Thales share the same vision and the same DNA. We are thrilled to enter the next phase of our growth together. We look forward to welcoming Imperva to Thales to further enhance our cybersecurity solutions, and help customers address their most important digital security challenges.

Pam Murphy, Chief Executive Officer, Imperva, declared: Today's announcement represents an exciting new chapter for Imperva, one that will further our mission to help organizations protect data and all paths to it, bring better protection and strategic value to our customers and partners, and create more opportunities for our team members. We admire Thales' vision and culture, and believe that, together, we can deliver greater product innovation and efficiency through disruptive solutions, while helping to simplify the greatest security challenges facing organizations today: protecting digital identities, applications, APIs, and data in any environment, and any industry.

Seth Boro, Managing Partner at Thoma Bravo, declared: Imperva is a leading force in cybersecurity with an impressive track record of providing cutting edge security solutions and protecting customers through all stages of their digital transformation, from the application level down to the data level. Over the course of our more than four years of partnership, Imperva further differentiated itself in the competitive cybersecurity market through accelerated growth and innovation and with its unique approach to end-to-end application and data security. During this time, the company successfully executed three acquisitions which strengthened its product offerings and capabilities to better protect clients' critical data and applications. We are proud of what we built through our partnership with Pam Murphy and the Imperva team, and look forward to watching the company's continued success as part of Thales' innovative and diverse security portfolio.

Acquisition of a significant player in application and data security

With over half a billion dollars in revenue on a TTM (trailing twelve months) in 2022, basis and over 1,400 employees, Imperva is a cybersecurity leader that protects critical applications, APIs and data anywhere at scale. With an integrated approach combining edge, application security and data security, Imperva protects companies through all stages of their digital journey.

Headquartered in San Mateo, California, the company has a global footprint in the Americas, Asia Pacific and Europe-Middle East and Africa, and monitors threats across 180 countries. Imperva is a highly recognized, multi-awarded player in both of its core business segments. Its comprehensive portfolio combines unique expertise and products in the fast-growing application and data security markets:

Application security:

Imperva offers an industry-leading Web Application Firewall (WAF), which prevents attacks by analysing web traffic to applications. Imperva's Application Security portfolio includes industry-leading API Security, Advanced Bot Protection and DDoS.

Data security advanced offering:

Imperva's Data Security platform helps enhance the visibility of a companys data, in order to prevent breach and avoid compliance issues. It provides Data Discovery and Classification on both structured and unstructured data, Data Security Governance, Data Access Monitoring, risk analysis powered by AI, real time risk monitoring and intrusion detection on databases, on premise and in the cloud.

Imperva has a highly recurring revenue business model and a large and

LINK:	https://www.thalesgroup.com/en/worldwide/security/press_release/thales...
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