Imperva Inc (NASDAQ: IMPV) stock surged 27.98% on October 10th, 2018 and continued its rally on October 11th, 2018, rising over 0.2% (As of 11:12 AM GMT-4; Source: Google finance). The company agreed to be acquired by private equity firm Thoma Bravo for $55.75 per share in cash. Imperva, based in Redwood Shores, California, supplies threat detection, breach prevention and other data-protection products for industries including health care, financial services and for the government. Thoma Bravo has grown rapidly in recent years as investors seek to increase their exposure to tech investments. The firm, which has offices in San Francisco and Chicago, is seeking about $10 billion for its 13th buyout fund, people with knowledge of the matter said in January. It closed its 12th fund on $7.6 billion in 2016.
Meanwhile, shareholder rights law firm Johnson Fistel, LLP has launched an investigation into whether the board members of Imperva, Inc. breached their fiduciary duties in connection with the proposed sale of the Company to Thoma Bravo, LLC. Imperva had signed a definitive merger agreement with Thoma Bravo. Under the terms of the transaction, Imperva shareholders will receive $55.75 a share per share in cash for each share of Imperva held. This is a 30 percent premium over where the stock closed, at $43 apiece, in New York on Tuesday. The transaction is expected to close by early 2019 pending regulatory approval. The deal includes a 45-day go-shop period, during which Imperva can solicit other bids and negotiate with other potentially interested parties.
The investigation concerns whether the Imperva board failed to satisfy its duties to the Company shareholders, including whether the board adequately pursued alternatives to the acquisition and whether the board obtained the best price possible for Imperva shares of common stock. Nationally recognized Johnson Fistel is investigating whether the proposed deal represents adequate consideration, especially given one Wall Street analyst has a $65.00 price target on the stock.
On the other hand, Based on preliminary financial information, Imperva currently expects to report total revenue for the third quarter of 2018 in the range of $90.0 million to $92.0 million. Imperva also expects to report billings in the third quarter of 2018 in the range of $103.0 million to $105.0 million. Imperva expects to report non-GAAP operating income in the third quarter of 2018 in the range of $8.0 million to $10.0 million, and expects to report non-GAAP net income per share in the range of $0.20 to $0.25 using approximately 35.7 million weighted average shares, based on preliminary financial information.