Turn/River Management, L.P. entered into a definitive agreement to acquire Tufin Software Technologies Ltd. for approximately $550 million.
The transaction is approved by board of directors of Tufin Software Technologies Ltd. and Turn/River Management, L.P. and is subject to approval by regulatory authorities, approval by shareholders of Tufin Software Technologies Ltd. and approval by antitrust authorities. The waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), expired at 11:59 p.m., Eastern Time, on Friday, May 20, 2022 with respect to the merger. As of June 7, 2022, shareholders of Tufin approved the transaction. Shareholder approval and expiration of the waiting period under the HSR Act satisfy two conditions necessary for the consummation of the merger. Tufin hereby announces that, as of June 23, 2022, the (1) German Ministry of Economic Affairs and Climate Action has cleared the merger under the foreign investment law of Germany by issuing a certificate of non-objection and (2) French Ministry of Economy, Finance and Industrial and Digital Sovereignty has confirmed that the merger is out of the scope of review of French foreign investment law. The closing of the merger is subject to the satisfaction of certain additional customary closing conditions, including, among others, the lapse of 30 days following the approval of the merger which occurred at the special general meeting of shareholders of Tufin held on June 7, 2022 and receipt of approvals, clearances or expirations of waiting periods under the foreign investment law of Romania. As of August 23, 2022, the Romanian Competition Council has cleared the merger under the foreign investment law of Romania by issuing a decision of non-objection. The transaction is expected to close during the second quarter of 2022. As of June 23, 2022, parties expect the closing of the merger to occur in the third quarter of 2022. As of August 24, 2022, the transaction is expected to close on August 25, 2022.
Sean Kramer, Edward J. Lee and Chelsea Darnell of Kirkland & Ellis LLP acted as legal advisors to Turn/River Management, L.P. Morton Pierce, Morgan Hollins, Colin Diamond, Rebecca Farrington, Sang Ji, Laura McDaniels, Samantha Rozell, Arlene Arin Hahn and Cristina Brayton-Lewis of White & Case LLP, Shachar Hadar and Ran Camchy of Meitar Liquornik Geva Leshem Tal & Co acted as legal advisors and J.P. Morgan Securities LLC acted as financial advisor and fairness opinion provider to Tufin Software Technologies Ltd. Justin May, Don More, William Bowmer and Ambreeka Jain of Lincoln International LLC acted as financial advisor to Turn/River Management. For services rendered in connection with the proposed merger, Tufin has agreed to pay J.P. Morgan an aggregate fee of approximately $10 million, $1 million of which became payable to J.P. Morgan upon delivery of its opinion, and the remainder of which will be payable only upon the consummation of the proposed merger. American Stock Transfer & Trust Company, LLC acted as transfer agent and Morrow & Co., LLC acted as proxy solicitor to Tufin.