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TO: FORGEROCK customers
FROM: CEO Fran Rosch
DATE: October 11, 2022
SUBJECT: ForgeRock to be Acquired by Thoma Bravo
Moments ago, we announced an agreement to be acquired by Thoma Bravo, a leading software investment firm, for $23.25 per share, in an all-cash transaction valued at approximately $2.3 billion. The offer represents a premium of approximately 53% over ForgeRocks closing share price on October 10, 2022, the last full trading day prior to the transaction announcement, and a premium of 44% over the volume weighted average price of ForgeRock stock for the 30 days ending October 10, 2022.
Thoma Bravo has deep expertise in the security and identity solutions sector, and a proven track record of partnering with companies like ForgeRock to accelerate growth and innovation. The transaction offers a unique opportunity for ForgeRock to create value for all of our stakeholders by further positioning ForgeRock to capture new opportunities in the expanding cybersecurity market.
What does this mean for you?
On a day-to-day basis, its business as usual. We remain committed to innovating and driving value for you and enterprises around the world. Thoma Bravo is as focused as we are on investing in and growing our business. And most importantly, Thoma Bravo believes in our vision and our AI-driven approach to enterprise-grade identity.
Today is just the first step as we progress towards the transaction close, which is expected to occur in the first half of 2023.
Stay tuned to see where our innovation, in service of our customers, takes us from here. We look forward to continuing to do business with you.
Additional Information and Where to Find It
ForgeRock, Inc. (ForgeRock), its directors and certain executive officers are participants in the solicitation of proxies from stockholders in connection with the pending acquisition of ForgeRock (the Transaction). ForgeRock plans to file a proxy statement (the Transaction Proxy Statement) with the Securities and Exchange Commission (the SEC) in connection with the solicitation of proxies to approve the Transaction. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Transaction Proxy Statement and other relevant documents to be filed with the SEC in connection with the Transaction. Information relating to the foregoing can also be found in ForgeRocks definitive proxy statement for its 2022 Annual Meeting of Stockholders (the 2022 Proxy Statement), which was filed with the SEC on April 13, 2022. To the extent that holdings of ForgeRocks securities have changed since the amounts printed in the 2022 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Promptly after filing the definitive Transaction Proxy Statement with the SEC, ForgeRock will mail the definitive Transaction Proxy Statement and a WHITE proxy card to each stockholder entitled to vote at the special meeting to consider the Transaction. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT FORGEROCK WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by ForgeRock with the SEC in connection with the Transaction at the SECs website (http://www.sec.gov). Copies of ForgeRocks definitive Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by ForgeRock with the SEC in connection with the Transaction will also be available, free of charge, at ForgeRocks investor relations website (https://investors.forgerock.com) or by writing to ForgeRock, Inc., Attention: Investor Relations, 201 Mission Street, Suite 2900, San Francisco, California 94105.
This communication and ForgeRock, Inc.s other filings and press releases may contain forward-looking statements that involve risks and uncertainties, including statements regarding: the Transaction, including the expected timing of the closing of the Transaction; considerations taken into account by ForgeRocks Board of Directors in approving the Transaction; and expectations for ForgeRock following the closing of the Transaction. If any of these risks or uncertainties materialize, or if any of ForgeRocks assumptions prove incorrect, ForgeRocks actual results could differ materially from the results expressed or implied by these forward-looking statements. Additional risks and uncertainties include those associated with: (i) the possibility that the conditions to the closing of the Transaction are not satisfied, including the risk that required approvals from ForgeRocks stockholders for the Transaction or required regulatory approvals to consummate the Transaction are not obtained, on a timely basis or at all; (ii) the occurrence of any event, change or other circumstances that could give rise to the right to terminate the Transaction, including in circumstances requiring the Company to pay a termination fee; (iii) uncertainties as to the timing of the consummation of the Transaction and the ability of each party to consummate the Transaction; (iv) the nature, cost and outcome of any legal proceeding that may be instituted against us and others relating to the Transaction; (v) economic, market, business or geopolitical conditions (including resulting from the COVID-19 pandemic, inflationary pressures, supply chain disruptions, or the military conflict in Ukraine and related sanctions against Russia and Belarus) or competition, or changes in such conditions, negatively affecting ForgeRocks business, operations and financial performance; (vi) the effect of the announcement or pendency of the Transaction on our business relationships, customers, operating results and business generally, including risks related to the diversion of the attention of ForgeRock management or employees during the pendency of the Transaction; (vii) the amount of the costs, fees, expenses and charges related to the merger agreement or the Transaction; (viii) the risk that our stock price may fluctuate during the pendency of the Transaction and may decline significantly if the Transaction is not completed; (ix) possible disruption related to the Transaction to ForgeRocks current plans and operations, including through the loss of customers and employees; and (x) other risks and uncertainties detailed in the periodic reports that ForgeRock files with the SEC, including ForgeRocks Annual Report on Form 10-K filed with the SEC on March 9, 2022, ForgeRocks quarterly report on Form 10-Q filed with the SEC on August 12, 2022, and subsequent filings. All forward-looking statements in this communication are based on information available to ForgeRock as of the date of this communication, and ForgeRock does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.