Today, ZeroFox (Nasdaq: ZFOX), an enterprise software-as-a-service
leader in external cybersecurity announced a definitive agreement
to acquire LookingGlass Cyber Solutions, Inc., a leader in external
attack surface management and global threat intelligence. In
today's digital-first world, the rapidly expanding external attack
surface has become a veritable playground for cybercriminals and
nation-state actors alike, posing an ever-growing threat to
enterprise and public sector organizations worldwide. Integrating
LookingGlass’s industry-leading attack surface and threat
intelligence capabilities into the ZeroFox External Cybersecurity
Platform will enable our customers to build a robust security
posture by providing world-class visibility into external attack
surface assets and vulnerabilities, including improved actionable
intelligence to disrupt emergent threats.
As organizations embrace digital transformation, the same
externally-available digital platforms these organizations use to
do business are equally available to malicious actors, creating new
opportunities for exploitation. This escalating threat landscape
underscores the urgent need for organizations to adopt
comprehensive security strategies emphasizing proactive monitoring,
continuous assessment, and remediation of their public attack
surface vulnerabilities to defend against the mounting challenges
of persistent cyber adversaries.
“The acquisition of LookingGlass is a natural extension of our
strategy to provide our customers with a single end-to-end platform
for protecting their external attack surface from increasingly
sophisticated cyberattacks,” said James C. Foster, Chairman and CEO
of ZeroFox. “We are bringing together passionate teams that have
been partners for years, and proven world-class capabilities across
attack surface management, digital risk protection, threat
intelligence and breach response to continue our leadership in
external cybersecurity.”
With one of the most comprehensive internet-facing attack
surface intelligence data lakes, LookingGlass empowers public
sector organizations, large enterprises, and industry security
alliances at scale by providing extensive discovery, intelligence
and cyber defense capabilities. These unique capabilities allow
organizations to identify and assess threats in support of
remediation strategies against the most sophisticated cyberattacks.
The combination of intelligence and action enables some of the
world’s largest organizations to inform their security teams about
cyber risks ahead of full-fledged attacks.
“The mission at LookingGlass is to protect our customers by
providing unmatched attack surface intelligence for global threat
visibility and cyberattack disruption,” said Bryan Ware, CEO of
LookingGlass. “Joining ZeroFox allows us to expand the capabilities
we provide security teams to defend against cybercriminals and
nation-state actors.” Ware, a cybersecurity industry veteran,
former Assistant Director of CISA at the Department of Homeland
Security, the Nation’s cyber defense operations lead, will join the
ZeroFox executive team as part of the transaction.
Transaction Details
Under the terms of the agreement, ZeroFox will acquire
LookingGlass for approximately $26 million, primarily in stock (9.4
million shares), combined with convertible debt and cash, subject
to purchase price adjustments and performance earnouts. The
acquisition is expected to close within the next 30 days. ZeroFox
will provide additional guidance during the Q1 FY24 earnings
call.
Stifel Financial Corp. served as exclusive financial advisor to
ZeroFox on the transaction.
Investor Conference Call Information
ZeroFox will host a conference call to discuss the acquisition
today April 17, 2023 at 8:30 a.m. Eastern Time. To access this call
via webcast, please use this link: ZeroFox Business Update. The
live webcast and a webcast replay of the conference call can be
accessed from the investor relations page of ZeroFox’s website at
https://ir.zerofox.com.
Learn More
To learn more about ZeroFox solutions, visit our website.
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the latest in External Cybersecurity.
About ZeroFox
ZeroFox (Nasdaq: ZFOX), an enterprise software-as-a-service
leader in external cybersecurity, has redefined security outside
the corporate perimeter on the internet, where businesses operate,
and threat actors thrive. The ZeroFox platform combines advanced AI
analytics, digital risk and privacy protection, full-spectrum
threat intelligence, and a robust portfolio of breach, incident and
takedown response capabilities to expose and disrupt phishing and
fraud campaigns, botnet exposures, credential theft,
impersonations, data breaches, and physical threats that target
your brands, domains, people, and assets. Join thousands of
customers, including some of the largest public sector
organizations as well as finance, media, technology and retail
companies to stay ahead of adversaries and address the entire
lifecycle of external cyber risks. ZeroFox and the ZeroFox logo are
trademarks or registered trademarks of ZeroFox, Inc. and/or its
affiliates in the U.S. and other countries. Visit
www.zerofox.com for more information.
About LookingGlass Cyber Solutions, Inc.
LookingGlass is the global cybersecurity leader enabling
national, industrial, and enterprise-scale decisions with
unparalleled, curated intelligence on critical assets, risks, and
sectors. For more than a decade, the most advanced organizations in
the world have trusted LookingGlass to help them protect their
economic and national security interests. Find out how we can help
your organization at https://lookingglasscyber.com.
Forward-Looking Statements
Certain statements in this press release are “forward-looking
statements” under the Private Securities Litigation Reform Act of
1995. All statements, other than statements of historical fact,
that address activities, events or developments that we expect,
believe or anticipate will or may occur in the future, including
statements related to benefits from the transaction, including
expected from revenues and accretiveness of the transaction, and
the ability of ZeroFox to achieve its objectives and plans with the
acquisition of LookingGlass are forward-looking statements.
Forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
anticipated by these forward-looking statements. The inclusion of
any statement in this press release does not constitute an
admission by ZeroFox or any other person that the events or
circumstances described in such statement are material. These risks
and uncertainties include, but are not limited to, the following:
our ability to recognize the anticipated benefits of the
transaction; the ability of ZeroFox and LookingGlass to consummate
the transaction as expected; defects, errors, or vulnerabilities in
the ZeroFox platform, the failure of the ZeroFox platform to block
malware or prevent a security breach, misuse of the ZeroFox
platform, or risks of product liability claims that would harm our
reputation and adversely impact our business, operating results,
and financial condition; if our enterprise platform offerings do
not interoperate with our customers’ network and security
infrastructure, or with third-party products, websites or services,
our results of operations may be harmed; we may not timely and
cost-effectively scale and adapt our existing technology to meet
our customers’ performance and other requirements; our ability to
introduce new products and solutions and features is dependent on
adequate research and development resources and our ability to
successfully complete acquisitions; our success depends, in part,
on the integrity and scalability of our systems and infrastructure;
we rely on third-party cloud providers to host and operate our
platform, and any disruption of or interference with our use of
these offerings may negatively affect our ability to maintain the
performance and reliability of our platform which could cause our
business to suffer; we rely on software and services from other
parties; we have a history of losses, and we may not be able to
achieve or sustain profitability in the future; if organizations do
not adopt cloud, and/or SaaS-delivered external cybersecurity
solutions that may be based on new and untested security concepts,
our ability to grow our business and our results of operations may
be adversely affected; we have experienced rapid growth in recent
periods, and if we do not manage our future growth, our business
and results of operations will be adversely affected; we face
intense competition and could lose market share to our competitors,
which could adversely affect our business, financial condition, and
results of operations; competitive pricing pressure may reduce
revenue, gross profits, and adversely affect our financial results;
adverse general and industry-specific economic and market
conditions and reductions in customer spending, in either the
private or public sector, including as a result of inflation and
geopolitical uncertainty such as the ongoing conflict between
Russia and Ukraine, may reduce demand for our platform or products
and solutions, which could harm our business, financial condition
and results of operations; the COVID-19 pandemic could adversely
affect our business, operating results, and financial condition; if
we fail to adapt to rapid technological change, evolving industry
standards and changing customer needs, requirements or preferences,
our ability to remain competitive could be impaired; one U.S.
government customer accounts for a substantial portion of our
revenues; and we rely heavily on the services of our senior
management team.
Additional information concerning these, and other risks, is
described under the “Risk Factors,” “Management’s Discussion and
Analysis of Financial Condition and Results of Operations of
ZeroFox”, and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations of IDX” sections of our final
prospectus filed with the Securities and Exchange Commission (the
“SEC”) pursuant to Rule 424(b) under the Securities Act of 1933 on
April 12, 2023, in connection with our registration statement on
Form S-1 and in subsequent reports that we file with the SEC. We
expressly disclaim any obligation to update any of these
forward-looking statements, except to the extent required by
applicable law.
ZeroFox Contacts:
Media InquiriesMalory Van Guilderzerofox@skyya.com
Investor RelationsMarc P. Griffin,
ICRinvestor@zerofox.com
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