Advent International Commences Tender Offer for All Outstanding Shares of Forescout Technologies

Advent International (“Advent”), one of the largest and most experienced global private equity investors, and Forescout Technologies, Inc. (“Forescout”) (NASDAQ: FSCT), the leader in device visibility and control, today announced that Ferrari Merger Sub, Inc. (“Purchaser”) has commenced the previously announced cash tender offer to purchase all outstanding shares of common stock of Forescout. Purchaser and its parent company, Ferrari Group Holdings, L.P. (“Parent”), are affiliates of Advent.

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The tender offer is being made pursuant to the amended and restated merger agreement, dated July 15, 2020, by which Purchaser will offer to purchase all outstanding shares of Forescout common stock for $29.00 per share, without interest and less any required withholding taxes, in a transaction valued at $1.6 billion. The Forescout Board unanimously recommends that shareholders tender their shares in support of the transaction.

The tender offer is scheduled to expire at the end of the day, one minute after 11:59 p.m., Eastern Time, on August 14, 2020, unless extended or terminated. The closing of the tender offer is subject to certain limited customary conditions, including the tender by Forescout shareholders of at least one share more than 50% of Forescout’s issued and outstanding shares.

Promptly following completion of the tender offer, Advent will acquire any shares of Forescout that are not tendered in the tender offer through a second-step merger under Delaware law for consideration equal to the tender offer price, without interest and less any required withholding taxes. Following the transaction, Forescout will become a privately held company with the flexibility to continue investing in the development and deployment of leading-edge cyber security products and solutions that serve the evolving needs of enterprise customers.

The complete terms and conditions of the offer can be found in the Offer to Purchase, Letter of Transmittal and other related materials that Parent and Purchaser are filing today with the Securities and Exchange Commission (the “SEC”). Additionally, Forescout will be filing today with the SEC a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of Forescout’s Board of Directors that Forescout’s stockholders tender their shares in the tender offer.