FireEye, Inc. has entered into a definitive agreement to sell the FireEye Products business, including the FireEye name, to a consortium led by Symphony Technology Group (STG) in an all-cash transaction for $1.2 billion, before taxes and transaction-related expenses.
The transaction is expected to close by the end of the fourth quarter of 2021, subject to customary regulatory approvals and closing conditions, and will separate FireEye’s network, email, endpoint, and cloud security products, along with the related security management and orchestration platform, from Mandiant’s controls-agnostic software and services, enabling both organizations to accelerate growth investments, pursue new go-to-market pathways, and focus innovation on their respective solutions.
The FireEye Products business and Mandiant Solutions will continue to operate as a single entity until the transaction closes, allowing management and STG to develop a successful transition of the FireEye Products business to a standalone entity within the STG portfolio.
The Company is committed to building and preserving a strong partnership and at closing will enter into agreements designed to maximize the benefits for joint customers. These agreements include a reseller and market cooperation agreement, a strategic collaboration agreement, and a transition services agreement. Customers and partners can expect to receive the full benefit of these agreements as the companies share technology, telemetry, threat intelligence, and expertise.
“We believe this separation will unlock our high-growth Mandiant Solutions business and allow both organizations to better serve customers,” said FireEye Chief Executive Officer Kevin Mandia. “After closing, we will be able to concentrate exclusively on scaling our intelligence and frontline expertise through the Mandiant Advantage platform, while the FireEye Products business will be able to prioritize investment on its cloud-first security product portfolio. STG’s focus on fueling innovative market leaders in software and cybersecurity makes them an ideal partner for FireEye Products. We look forward to our relationship and collaboration on threat intelligence and expertise.”
“We are extremely impressed by the FireEye Products business and the mission critical role it plays for its customers,” said William Chisholm, Managing Partner at STG. “We believe that there is enormous untapped opportunity for the business that we are excited to crystallize by leveraging our significant security software sector experience and our market leading carve-out expertise.”
Goldman Sachs & Co. LLC is serving as financial advisor, and Wilson Sonsini Goodrich & Rosati P.C. is acting as legal advisor, to FireEye.
UBS Investment Bank and Jefferies LLC are acting as financial advisors, and Paul Hastings LLP is acting as legal advisor, to STG. UBS Investment Bank and Jefferies Finance LLC are providing financing for the transaction.
The company also announced that its Board of Directors has approved a share repurchase program for up to $500 million of outstanding FireEye common stock.
Repurchases may be made at management’s discretion from time to time on the open market, through privately negotiated transactions and through Rule 10b5-1 plans. The repurchase program has no termination date and may be suspended for periods, amended or discontinued at any time. Any shares acquired will be available for general corporate purposes.