Thoma Bravo to buy UK's Darktrace for around $5.3 billion

Illustration shows Darktrace logo

By Paul Sandle

LONDON (Reuters) -Private equity firm Thoma Bravo agreed to buy Britain's Darktrace for $5.32 billion in cash on Friday, saying it would use its software expertise to drive growth at the Mike Lynch-backed cybersecurity company.

The agreed offer of $7.75, or around 620 pence, per share represents a 44% premium to Darktrace's three-month average share price, Thoma Bravo said.

Shares in the company, which have doubled over the last year, jumped 18% after the announcement to 608 pence.

Thoma Bravo partner Andrew Almeida said Darktrace was at the "very cutting edge" of cybersecurity.


"Thoma Bravo has been investing exclusively in software for over 20 years and we will bring to bear the full range of our platform, operational expertise and deep experience of cybersecurity in supporting Darktrace's growth," he said.

Founded in 2013 with the backing of entrepreneur Mike Lynch, Darktrace uses artificial intelligence to detect attacks and vulnerabilities inside IT networks.

Earlier in April it raised its forecasts for third time this year, reflecting demand as threats from digital attacks grows.

It listed at 250 pence in 2021.

Despite being the best performer among recent London listings, the stock has lagged U.S. peers, partly due to concerns about Lynch.

He is being tried on fraud charges in the United States over his former company Autonomy. He has denied the charges.


Panmure Gordon analyst Harvey Robinson said the price did not reflect any significant synergies, and it could trigger interest from a trade buyer such as Palo Alto.

Thoma Bravo previously approached Darktrace in 2022 but talks did not result in an offer.

Darktrace's board rejected proposed offers from Thoma Bravo before agreeing the deal, according to the statement.

It believed its shares were undervalued and a cash offer offered certainty to investors, the statement said.

As well as commitments from Darktrace's board, Thoma Bravo said it had the backing of a KKR fund and Summit Partners. Combined they represent 14.4% of the shares.

The deal will require support from the holders of 75% of Darktrace's shares.

Thoma Bravo, which bought British software firm Sophos for $3.9 billion in 2020, said it intended to keep Darktrace headquartered in Britain.

Lynch, who has no longer has any role at Darktrace, owns 3.9% while his wife owns 2.9%, according to LSEG data.

Thoma Bravo was advised by Goldman Sachs and Darktrace was advised by Jefferies and Qatalyst Partners.

(Reporting Paul Sandle in London and Yadarisa Shabong in Bengaluru and ; Editing by Mrigank Dhaniwala, Sarah Young and David Evans)