- All cash transaction unlocks high-growth Mandiant Solutions
business
- Continued partnership after closing supports customers with
reseller relationship and shared product telemetry and frontline
threat intelligence
- FireEye Board authorizes share repurchase program of up to $500
million
FireEye, Inc. (NASDAQ: FEYE) today announced it has entered into
a definitive agreement to sell the FireEye Products business,
including the FireEye name, to a consortium led by Symphony
Technology Group (STG) in an all-cash transaction for $1.2 billion,
before taxes and transaction-related expenses.
The transaction is expected to close by the end of the fourth
quarter of 2021, subject to customary regulatory approvals and
closing conditions, and will separate FireEye’s network, email,
endpoint, and cloud security products, along with the related
security management and orchestration platform, from Mandiant’s
controls-agnostic software and services, enabling both
organizations to accelerate growth investments, pursue new
go-to-market pathways, and focus innovation on their respective
solutions. The FireEye Products business and Mandiant Solutions
will continue to operate as a single entity until the transaction
closes, allowing management and STG to develop a successful
transition of the FireEye Products business to a standalone entity
within the STG portfolio.
The Company is committed to building and preserving a strong
partnership and at closing will enter into agreements designed to
maximize the benefits for joint customers. These agreements include
a reseller and market cooperation agreement, a strategic
collaboration agreement, and a transition services agreement.
Customers and partners can expect to receive the full benefit of
these agreements as the companies share technology, telemetry,
threat intelligence, and expertise.
“We believe this separation will unlock our high-growth Mandiant
Solutions business and allow both organizations to better serve
customers,” said FireEye Chief Executive Officer Kevin Mandia.
“After closing, we will be able to concentrate exclusively on
scaling our intelligence and frontline expertise through the
Mandiant Advantage platform, while the FireEye Products business
will be able to prioritize investment on its cloud-first security
product portfolio. STG’s focus on fueling innovative market leaders
in software and cybersecurity makes them an ideal partner for
FireEye Products. We look forward to our relationship and
collaboration on threat intelligence and expertise.”
“We are extremely impressed by the FireEye Products business and
the mission critical role it plays for its customers,” said William
Chisholm, Managing Partner at STG. “We believe that there is
enormous untapped opportunity for the business that we are excited
to crystallize by leveraging our significant security software
sector experience and our market leading carve-out expertise.”
Mandiant Solutions has established its position as the market
leader in threat intelligence and cybersecurity expertise from the
front lines, serving enterprises, governments and law enforcement
agencies worldwide. With a mission of making every organization
secure from cyber threats, Mandiant is scaling its intelligence and
expertise through the open Mandiant Advantage SaaS platform. With
Mandiant Advantage, customers of all sizes can access the latest
threat intelligence from the front lines, automate alert
investigation and prioritization, and validate the effectiveness of
security controls products from any vendor.
FireEye pioneered the advanced threat detection market with the
introduction of its Multi-Vector Execution (MVX) engine for network
security. Since then, FireEye has continuously innovated to advance
its detection and prevention technologies through machine-learning
and advanced analytics while extending across network, email,
endpoint, and cloud security products, and the related security
management and orchestration platform. Today, FireEye’s
intelligent, cloud-first XDR platform delivers unmatched detection,
protection, and response for more than 50 percent of the Forbes
Global 2000.
Goldman Sachs & Co. LLC is serving as financial advisor, and
Wilson Sonsini Goodrich & Rosati P.C. is acting as legal
advisor, to FireEye.
UBS Investment Bank and Jefferies LLC are acting as financial
advisors, and Paul Hastings LLP is acting as legal advisor, to STG.
UBS Investment Bank and Jefferies Finance LLC are providing
financing for the transaction.
Share Repurchase Program Authorized
The company also announced that its Board of Directors has
approved a share repurchase program for up to $500 million of
outstanding FireEye common stock.
Repurchases may be made at management’s discretion from time to
time on the open market, through privately negotiated transactions
and through Rule 10b5-1 plans. The repurchase program has no
termination date and may be suspended for periods, amended or
discontinued at any time. Any shares acquired will be available for
general corporate purposes.
Conference Call Information
FireEye will host a conference call today, June 2, 2021, at 5
p.m. Eastern time (2 p.m. Pacific time) to discuss the transaction.
Interested parties may access the conference call by dialing
877-312-5521 (domestic) or 678-894-3048 (international). A live
audio webcast of the call can be accessed from the Investor
Relations section of the company's website at
https://investors.fireeye.com. An archived version of the webcast
will be available at the same website shortly after the conclusion
of the live event.
Forward-looking Statements
This press release contains forward-looking statements,
including statements related to the timing of the completion of the
transaction; the amount of cash proceeds and the use thereof; the
effects of the transaction on FireEye’s remaining customers and
Mandiant’s controls-agnostic software and services; the Company’s
ability to accelerate growth investments, pursue new go-to-market
pathways, and focus innovation on its solutions; its expectations
around the certainty of and timing of closing of the transaction;
any other statements of expectation or belief; and any statements
of assumptions underlying any of the foregoing, as well as
statements regarding plans and opportunities.
These forward-looking statements involve risks and
uncertainties, as well as assumptions which, if they do not fully
materialize or prove incorrect, could cause FireEye’s results to
differ materially from those expressed or implied by such
forward-looking statements. The risks and uncertainties that could
cause FireEye’s results to differ materially from those expressed
or implied by such forward-looking statements include failure to
satisfy any of the conditions to the completion of the proposed
transaction; the occurrence of any event, change or other
circumstance that could give rise to the termination of the Asset
Purchase Agreement; whether and when FireEye executes on the stock
repurchase, and its ultimate size, which is based on a number of
assumptions; the effect of the sale of the FireEye assets on the
Company’s retained businesses and products; retention of existing
executive leadership team members; difficulties in improving go
forward execution and product development during transitions;
general business and economic conditions; fluctuations and
volatility in FireEye’s stock price; the ability of FireEye to
successfully execute strategic plans; the ability to maintain
customer and partner relationships; the ability of FireEye to
achieve its cost and operating efficiency goals; the anticipated
growth of certain market segments; FireEye’s sales pipeline and
business strategy; fluctuations in tax rates and foreign currency
exchange rates; the timing and market acceptance of new product
releases and upgrades; and the successful development of new
products and the degree to which these products gain market
acceptance; and general market, political, economic, and business
conditions, as well as those risks and uncertainties included under
the captions “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in
FireEye’s Form 10-Q filed with the Securities and Exchange
Commission on April 30, 2021, which should be read in conjunction
with these financial results and is available on the Investor
Relations section of FireEye’s website at investors.fireeye.com and
on the SEC website at www.sec.gov.
All forward-looking statements in this press release are based
on information available to the company as of the date hereof, and
FireEye does not assume any obligation to update the
forward-looking statements provided to reflect events that occur or
circumstances that exist after the date on which they were made,
except as required by law. Any future product, service, feature, or
related specification that may be referenced in this release is for
informational purposes only and is not a commitment to deliver any
offering, technology or enhancement. FireEye reserves the right to
modify future product or service plans at any time.
About STG
Symphony Technology Group (STG) is the private equity partner to
market leading companies in data, software, and analytics. The firm
brings expertise, flexibility, and resources to build strategic
value and unlock the potential of innovative companies. Partnering
to build customer-centric, market winning portfolio companies, STG
creates sustainable foundations for growth that bring value to all
existing and future stakeholders. The firm is dedicated to
transforming and building outstanding technology companies in
partnership with world class management teams. STG’s expansive
portfolio has consisted of more than 35 global companies. For more
information, please visit www.stgpartners.com.
About FireEye, Inc.
Working as a seamless, scalable extension of customer security
operations, FireEye offers a single platform that blends innovative
security technologies, nation-state grade threat intelligence, and
world-renowned Mandiant consulting. With this approach, FireEye
eliminates the complexity and burden of cyber security for
organizations struggling to prepare for, prevent, and respond to
cyber attacks. FireEye has over 10,100 customers across 103
countries, including more than 50 percent of the Forbes Global
2000.
© 2021 FireEye, Inc. All rights reserved. FireEye and Mandiant
are registered trademarks or trademarks of FireEye, Inc. in the
United States and other countries. All other brands, products, or
service names are or may be trademarks or service marks of their
respective owners.
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Media: Media.Relations@fireeye.com
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