Magnet Forensics announces acquisition, merger with Grayshift

WATERLOO, Ontario - Magnet Forensics Inc., a developer of digital investigation solutions for enterprises and public safety organizations, is pleased to announce the closing of the previously announced plan of arrangement with Morpheus Purchaser Inc., a newly created corporation controlled by Thoma Bravo, a leading software investment firm, whereby the Purchaser acquired all of the issued and outstanding subordinate voting shares and multiple voting shares of the Company, subject to the terms and conditions of the definitive arrangement agreement entered into on January 20, 2023.

“On behalf of the whole team at Magnet Forensics, I would like to thank our shareholders for joining our mission, to seek justice and protect the innocent and helping accelerate our growth,” said Adam Belsher, CEO of Magnet. “As we enter this new chapter for Magnet and Grayshift, we are extremely grateful to all of our stakeholders and Thoma Bravo, who have enabled this opportunity to help our global public safety and enterprise customers transform their digital investigations to help turn the tide on cybercrime and crimes with digital evidence such as human trafficking and child sexual exploitation,” continued Mr. Belsher.

“Grayshift partnered with Thoma Bravo in 2022 in large part because of their reputation and drive to do transformative M&A. This has been central to our strategy as we have planned for rapid growth, and here we are!” said David Miles, Co-Founder and Chief Executive Officer of Grayshift. “We are incredibly excited to bring together Magnet Forensics and Grayshift to create a leader in digital forensics and cyber security. Magnet has long been a trusted and strategic partner and we are confident that together we will accelerate innovation and transformation of digital investigations,” continued Mr. Miles.

Pursuant to the Arrangement Agreement, the Purchaser acquired (i) all of the SV Shares for a cash payment of CA$44.25 per SV Share, other than those held by the Rolling Shareholders¹, (ii) all the Shares (other than the Rollover Shares²) held by the Rolling Shareholders for a cash payment of CA$39.00 per Share and (iii) the Rollover Shares, which were exchanged for shares of the Purchaser at an implied value of CA$39.00 per Rollover Share. The independent directors of the Company (other than Mr. Jim Balsillie) resigned from the board of directors of the Company and have been replaced with persons appointed by the Purchaser.

The SV Shares of Magnet are expected to be delisted from the Toronto Stock Exchange and the Company intends to apply to cease to be a reporting issuer under applicable Canadian securities laws.

Registered shareholders of Magnet are reminded to submit a duly completed Letter of Transmittal and the share certificate(s) representing their Shares, as applicable, to Computershare Investor Services Inc., the Company’s depositary, in order to receive the cash consideration under the Arrangement. If you have any questions or require further information about the procedures to complete your Letter of Transmittal, please contact Computershare at 1‑800‑564-6253 (toll-free within North America) or by email at corporateactions@computershare.com.

Non-registered shareholders of Magnet are not required to submit a Letter of Transmittal. Non-registered shareholders will receive the consideration they are entitled to under the Arrangement through the intermediary in whose name their Shares are held. Non-registered shareholders should consult with their broker or intermediary to confirm what, if anything, they must do to receive such consideration.

About Magnet Forensics

Founded in 2010, 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. Magnet Forensics’ 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.

About Thoma Bravo

Thoma Bravo is one of the largest software investors in the world, with more than US$120 billion in assets under management as of December 31, 2022. Through its private equity, growth equity and credit strategies, the firm invests in growth-oriented, innovative companies operating in the software and technology sectors. Leveraging Thoma Bravo’s deep sector expertise and strategic and operational capabilities, the firm collaborates with its portfolio companies to implement operating best practices and drive growth initiatives. Over the past 20 years, the firm has acquired or invested in more than 435 companies representing over US$240 billion in enterprise value.¹ The firm has offices in Chicago, London, Miami, New York and San Francisco. For more information, visit Thoma Bravo’s website at thomabravo.com and Twitter @ThomaBravo.