Except as otherwise specifically noted in this proxy statement, “ForgeRock,” “we,” “our,” “us” and similar words refer to ForgeRock, Inc., including, in certain cases, our subsidiaries. Throughout this proxy statement, the “ForgeRock Board” refers to ForgeRock’s Board of Directors. Throughout this proxy statement, we refer to Project Fortress Parent, LLC, as “Parent,” and Project Fortress Merger Sub, Inc., as “Merger Sub.” In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger (as it may be amended from time to time), dated October 10, 2022, between Parent, Merger Sub and ForgeRock as the “merger agreement.”
This summary highlights selected information from this proxy statement related to the proposed merger of Merger Sub (a wholly owned subsidiary of Parent) with and into ForgeRock with ForgeRock surviving and continuing as a wholly owned subsidiary of Parent. We refer to that transaction as the “merger.”
This proxy statement may not contain all of the information that is important to you. To understand the merger more fully and for a complete description of its legal terms, you should carefully read this proxy statement, including the annexes to this proxy statement and the other documents to which we refer in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.” A copy of the merger agreement is attached as Annex A to this proxy statement. We encourage you to read the merger agreement, which is the legal document that governs the merger, carefully and in its entirety.
On October 10, 2022, ForgeRock agreed to be acquired by affiliates of Thoma Bravo, L.P. (which we refer to as “Thoma Bravo”). Thoma Bravo is one of the largest and most experienced global private equity firms. If the merger is completed, each outstanding share of our Class A common stock and Class B common stock will be converted into the right to receive $23.25 per share in cash (subject to certain exceptions). Our Class A common stock and Class B common stock are collectively referred to in this proxy statement as our “common stock.”
Parties Involved in the Merger
ForgeRock supports billions of identities to help people simply and safely access the connected world—from shopping and banking to accessing company networks to get their work done. We make this possible through a unified and extensive identity platform to enable enterprises to provide exceptional digital user experiences without compromising security and privacy. This allows enterprises to deepen their relationships with customers and increase the productivity of their workforce and partners, while at the same time providing better security and regulatory compliance.
ForgeRock’s platform is purpose-built for the enterprise and provides mission-critical capabilities, including performance and scale, rich identity functionality, deployment flexibility, and extensive integration and interoperability. Our platform includes a full suite of identity functionality across Customer Identity Access Management, Access Management, and Identity Governance Administration and a differentiated identity object modeling approach that supports all identity types. We enable enterprises to rapidly integrate and secure thousands of applications across types, deployments, and operating environments such as SaaS, mobile, microservices, web, and legacy, running in public and private cloud, and on-premise. Together, these deep capabilities enable us to provide enterprises with a single view of all their identities in one unified platform and position us as a leader in digital identity for the enterprise market.
Our Class A common stock is listed on the New York Stock Exchange (which we refer to as the “NYSE”) under the symbol “FORG.” ForgeRock’s corporate offices are located at 201 Mission Street, Suite 2900, San Francisco, CA 94105, and its telephone number is (415) 599-1100.
Project Fortress Parent, LLC
Parent was formed on October 3, 2022, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Parent has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger.
Parent’s address is c/o Thoma Bravo, L.P., 600 Montgomery Street, 20th Floor, San Francisco, California 94111, and its telephone number is (415) 263-3660.