Acquisition to bring the speed and scale of Google to the unrivaled intelligence and experience of Mandiant – at a time when security is more important than ever.
RESTON, Virginia, March 8, 2022 – Mandiant Inc. (NASDAQ: MNDT) today announced that it has entered into a definitive agreement to acquire Google LLC for $23 per share in an all-cash deal worth approximately $5.4 billion, including Mandiant’s net cash. The offer price represents a 57% premium to the undisturbed 10-day moving volume weighted average price as of February 7, 2022, the last full trading day before published market speculation regarding a potential sale of the Company. After the completion of the deal, Mandiant will join Google Cloud.
Over the past 18 years, Mandiant has provided unparalleled best practices and industry-leading threat intelligence. Currently, over 600 Mandiant consultants respond to thousands of security breaches each year. Combined with research conducted by more than 300 analysts, these findings form the basis of Mandiant’s dynamic cyber defense solutions delivered through the managed XDR platform from multiple Mandiant Advantage vendors.
Google Cloud has made security a cornerstone of its commitment to customers and users around the world, embedding cloud security at the heart of its technology to block malware, phishing attempts, and potential cyberattacks at any scale. The acquisition of Mandiant highlights Google Cloud’s commitment to advance its security offerings to better protect and advise customers in their on-premises and cloud environments.
This acquisition will complement Google Cloud’s existing security strengths. Together with Mandiant, Google Cloud will provide a comprehensive suite of even more powerful security operations and advisory services to help customers address critical security issues and stay protected at every stage of the security lifecycle.
“Cybersecurity is a mission and we believe it is one of the most important for our generation. Google Cloud shares our mission-driven culture to keep every organization safe,” said Kevin Mandia, CEO of Mandiant. “Together, we will deliver our expertise at scale through the Mandiant Advantage SaaS platform as part of the Google Cloud security portfolio. These efforts will help organizations effectively, efficiently and continuously manage and configure a complex suite of security products.”
“The Mandiant brand is synonymous with unrivaled information for organizations looking to stay secure in an ever-changing environment,” said Thomas Kurian, CEO of Google Cloud. “This is an opportunity to provide a comprehensive package of security operations and empower one of the best consulting organizations in the world. Together, we can make a significant contribution to cloud security, accelerate the adoption of cloud computing, and ultimately make the world a safer place.”
The acquisition is subject to normal closing conditions, including Mandiant shareholder and regulatory approval, and is expected to be completed later this year. Goldman Sachs & Co. LLC acts as exclusive financial advisor and Wilson Sonsini Goodrich & Rosati PC acts as legal advisor to Mandiant. See the Google press release for more information.
About Google
Google’s mission is to organize the world’s information and make it public and useful. Through products and platforms such as Search, Maps, Gmail, Android, Google Play, Chrome and YouTube, Google plays an important role in the daily lives of billions of people and has become one of the most famous companies in the world. Google is a subsidiary of Alphabet Inc.
About Google Cloud
Google Cloud empowers every organization to digitally transform their business. We deliver enterprise-grade solutions that leverage Google’s cutting edge technology, all in the cleanest cloud in the industry. Customers in over 200 countries and territories are turning to Google Cloud as a trusted partner to help them grow and solve their most critical business challenges.
About Mandiant, Inc.
Since 2004, Mandiant® has been a trusted partner for security conscious organizations. Effective security is based on the right combination of experience, intelligence and adaptive technologies, and the Mandiant Advantage SaaS platform combines years of best practices and industry-leading threat intelligence to provide a range of dynamic cyber defense solutions. The Mandiant approach helps organizations develop more effective and efficient cybersecurity programs and builds confidence in their readiness to defend against and respond to cyberthreats.
Join the conversation. Follow us at TwitterLinkedIn, Facebook and YouTube.
More information and where to find it
Mandiant Inc. (“Mandiant”), its directors and certain officers are involved in the solicitation of proxies from shareholders in connection with the forthcoming acquisition of Mandiant (“the Transaction”). Mandiant plans to file a proxy statement (“Dealing Proxy Statement”) with the Securities and Exchange Commission (“SEC”) in connection with a proxy request to approve a Transaction.
Enrique T. Salem, Kevin R. Mandia, Kimberly Alexi, Sarah K. Andrews, Ronald E. F. Codd, Arthur V. Coviello Jr., Adrian McDermott, Viral Patel, and Robert E. Switz are all board members of Mandiant. directors, and Frank E. Verdecanna, executive vice president and chief financial officer of Mandiant, are part of the Mandiant petition. Except for Mr. Mandia, none of these participants owns more than 1.0% of the ordinary shares of Mandiant. Mr. Mandia can be considered to own approximately 1.5% of Mandiant’s common stock. Additional information about such participants, including their direct or indirect interests in holding securities or otherwise, will be included in the Transaction Proxy Statement and other relevant documents that must be filed with the SEC in connection with the transaction. Information relating to the foregoing can also be found in Mandiant’s final proxy statement at the 2021 AGM (the “2021 Trust Statement”), which was filed with the SEC on April 27, 2021. To the extent that the holdings of securities Mandiant have changed since the amounts printed in the 2021 Proxy Statement, such changes have been or will be reflected in Form 4 Change of Ownership Applications filed with the SEC.
Immediately upon filing the final Deal Proxy Statement with the SEC, Mandiant will send the final Deal Proxy Statement and WHITE proxy card to each shareholder entitled to vote at the special meeting to consider the Deal. SHAREHOLDERS PLEASE READ THE TRANSACTION STATEMENT (INCLUDING ANY AMENDMENT OR ADDENDUM THEREOF) AND ANY OTHER RELEVANT DOCUMENTS THAT MANDIANT SUBMITS TO THE SEC WHEN THEY MAKE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain, free of charge, a preliminary and final version of the Statement of Proxy for Transaction, any amendments or additions thereto, and any other relevant documents filed by Mandiant with the SEC in connection with the Transaction, from the SEC website (http://www.sec .gov). Copies of Mandiant’s final transaction proxy statement, any amendments or additions thereto, and any other relevant documents filed by Mandiant with the SEC in connection with the transaction will also be made available free of charge, on the Mandiant Investor Relations website (https://investors.mandiant.com) or by contacting Mandiant Investor Relations at [email protected].
Forward looking statements
This announcement contains forward-looking statements involving risks and uncertainties, including statements regarding: the Transaction, including the expected timing of the closing of the Transaction; considerations taken into account by Mandiant’s Board of Directors in approving the Transaction; and expectations for Mandiant after the closing of the Deal. If any of these risks or uncertainties materialize, or if any of Mandiant’s assumptions prove incorrect, Mandiant’s actual results could differ materially from those expressed or implied by these forward-looking statements. Additional risks and uncertainties include those relating to: the possibility that the conditions for closing a Transaction are not met, including the risk that the necessary approvals from Mandiant’s shareholders for the Transaction or the necessary regulatory approvals to complete the Transaction are not obtained; possible litigation related to the Transaction; uncertainty regarding the timing of the Transaction; the ability of each party to complete the Transaction; possible disruption of the ongoing plans and operations of Mandiant related to the Transaction, including due to the loss of customers and employees; and other risks and uncertainties detailed in Mandiant’s periodic filings with the SEC, including Mandiant’s annual Form 10-K filing with the SEC on March 1, 2022, and quarterly Form 10-Q filings with the SEC in April . August 30, 2021, August 9, 2021, and November 9, 2021, each available from the Investor Relations section of the Mandiant website (https://investors.mandiant.com). All forward-looking statements in this announcement are based on information available to Mandiant as of the date of this announcement, and Mandiant undertakes no obligation to update any forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as otherwise provided by law.
© 2022 Mandiant, Inc. All rights reserved. Mandiant is a registered trademark of Mandiant, Inc. in the USA and other countries. All other brand, product or service names are or may be trademarks or service marks of their respective holders.
Contacts
media
[email protected]
[email protected]
Investors
[email protected]
[email protected]