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Egan-Jones Proxy Services issues Magnet Forensics Recommendation
Mar 28, 2023
Independent proxy advisor Egan-Jones Proxy Services has recommended Magnet Forensics shareholders vote in favor of the plan of arrangement with Thoma Bravo. Public shareholders, all shareholders other than the Rolling Shareholders, will receive an all-cash consideration of CAD 44.25 ($34.80) per share. The arrangement is set to address the challenges related to Magnet's limited mobile extraction capabilities. Upon announcement of the transaction, the company's share price and implied multiples increased.
Magnet Forensics is a developer of digital investigation software that acquires, analyzes, reports on, and manages evidence from digital sources, including computers, mobile devices, IoT devices and cloud services. Its software is used by more than 4,000 public and private sector customers in over 100 countries and helps investigators fight crime, protect assets and guard national security. Thoma Bravo, a private equity firm, has more than $73 billion in assets under management and specializes in software and technology-enabled services.
The dissident shareholder, who has not been named, has argued that the proposed acquisition undervalues the company and that there are other potential buyers who could offer a better deal. However, Egan-Jones has concluded that the dissident has not offered a superior alternative that will maximize value creation.
In its report, Egan-Jones stated that the all-cash consideration will provide certainty to the shareholders when it comes to their interests. The proxy advisor also believes that the acquisition is the best available strategic alternative for Magnet to unlock and maximize potential shareholder value.
The strategic rationale for the transaction, according to Egan-Jones, is that it will address the challenges relating to Magnet's limited mobile extraction capabilities. Mobile device data is increasingly critical in investigations, and with the acquisition of Magnet Forensics, Thoma Bravo will be able to offer a more complete digital investigation solution to its customers.
The acquisition, if approved, is expected to close in the second quarter of 2023, subject to regulatory approval and other closing conditions.
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