Proofpoint Enters into Definitive Agreement to Acquire Meta Networks; Boosting Cloud Security Capabilities

Jun 14, 2019

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SUNNYVALE, Calif.-- Proofpoint, Inc., (NASDAQ: PFPT), a leading next-generation cybersecurity and compliance company, has entered into a definitive agreement to acquire Meta Networks, an innovator in zero trust network access (ZTNA). With this acquisition, Proofpoint will strengthen its cloud-based architecture and people-centric security platform, enabling customers to better protect their people and the applications and data they access beyond the traditional perimeter. The agreement is subject to customary closing conditions and is expected to close in the second quarter of 2019.

“As cyber attacks primarily target people, and organizations continue to move their infrastructure to the cloud, the compromise of a single user all too often leads to a full enterprise breach. Limiting employee and contractor access to only authorized resources, rather than the entire corporate network, is a critical control in a people-centric security model,” said Proofpoint CEO Gary Steele. “By combining Meta Networks’ innovative zero trust network access technology with our people-centric security capabilities, Proofpoint will make it far simpler for enterprises to precisely control employee and contractor access to on-premises, cloud, and consumer applications. We are thrilled to welcome Meta Networks employees to the Proofpoint team.”

Proofpoint intends to integrate Meta Networks’ ZTNA technology with its cloud access security broker (CASB) and web isolationproduct lines to offer customers a comprehensive cloud access and security platform. The acquisition of Meta Networks will add approximately 20 technical contributors to Proofpoint’s growing presence and team in Israel.

“Protecting people and resources beyond the traditional perimeter is perhaps the most critical security requirement in the cloud era,” said Etay Bogner, Founder and CEO of Meta Networks. “Together with Proofpoint, we will continue to realize a security vision that adapts to the way both threats and infrastructure are moving: to the cloud. Proofpoint is at the forefront of this transformation and we are very excited to become a part of an incredible team.”

The purchase price for the transaction is approximately $111 million in cash and approximately $9 million in Proofpoint common stock and options. The Proofpoint common stock will be issued and a certain portion of the cash will be paid subject to satisfaction of certain employment terms. The closing is subject to customary closing conditions and is expected to occur in the second quarter of 2019.  Proofpoint's acquisition of Meta Networks is not expected to materially impact its financial guidance or results of operations for the year ending December 31, 2019.  Proofpoint is considering the repatriation of acquired intellectual property associated with this acquisition which – if executed – would result in a one-time cash income tax expense during the third or fourth quarter of the year.

For more information on Proofpoint’s people-centric, cloud-based security solutions, please visit www.proofpoint.com/products.

About Proofpoint, Inc.
Proofpoint, Inc. (NASDAQ: PFPT) is a leading cybersecurity company that protects organizations’ greatest assets and biggest risks: their people. With an integrated suite of cloud-based solutions, Proofpoint helps companies around the world stop targeted threats, safeguard their data, and make their users more resilient against cyber attacks. Leading organizations of all sizes, including more than half of the Fortune 1000, rely on Proofpoint to mitigate their most critical security and compliance risks across email, the cloud, social media, and the web. More information is available at www.proofpoint.com.

Proofpoint is a trademark or registered trademark of Proofpoint, Inc. in the U.S. and other countries. All other trademarks contained herein are the property of their respective owners.

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About Meta Networks

Meta Networks, the technology leader in zero trust network access (ZTNA), is reinventing the enterprise network for the cloud age. With Meta Networks’ Network-as-a-Service (Naas), enterprises can rapidly connect people, applications, clouds, data centers and offices, and secure them with a software-defined perimeter. The Meta Networks NaaS is user-centric, leveraging a cloud-native global backbone to deliver high-performance, anytime/anywhere connectivity with always-on security. It replaces site-centric network security with granular, zero trust access control, packet-level, auditable user/device identity, and best-of-breed internet security solutions. With Meta Networks, businesses can enjoy the benefits of cloud agility and economics, with zero trust security. Learn more at www.metanetworks.com.

Proofpoint is a trademark or registered trademark of Proofpoint, Inc. in the U.S. and other countries. All other trademarks contained herein are the property of their respective owners.

Forward-Looking Statements.

This press release contains forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements regarding certainty and timing of closing, future financial impact of the acquisition, future financial results for Proofpoint, and benefits of the acquisition and integration of Meta Networks’ products. It is possible that future circumstances might differ from the assumptions on which such statements are based. Important factors that could cause results to differ materially from the statements herein include: risks related to integrating the employees, customers and technologies of the acquired business; assumption of unknown liabilities ; ability to retain customers of Meta Networks; risks associated with successful implementation of multiple integrated software products and other product functionality; competition, particularly from larger companies with more resources than Proofpoint; risks related to new target markets, new product introductions and innovation and market acceptance thereof; the ability to attract and retain key personnel; potential changes in strategy; unforeseen delays in developing new technologies and the uncertain market acceptance of new products or features; global economic conditions; and the other risk factors set forth from time to time in our filings with the SEC, including our Quarterly Report on Form 10-Q for the three months ended March 31, 2019, and the other reports we file with the SEC, copies of which are available free of charge at the SEC's website at www.sec.gov or upon request from our investor relations department.  All forward-looking statements herein reflect our opinions only as of the date of this release, and Proofpoint undertakes no obligation, and expressly disclaims any obligation, to update forward-looking statements herein in light of new information or future events.


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