Forescout Technologies, Inc. Announces Board Changes
August 17, 2020 at 03:29 pm EDT
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On July 15, 2020, Forescout Technologies, Inc. (‘Forescout’) entered into an amended and restated agreement and plan of merger (the ‘Amended Merger Agreement’) with Ferrari Group Holdings, L.P. (‘Parent’) and Ferrari Merger Sub, Inc., an indirect wholly owned subsidiary of Parent (‘Purchaser’). The Amended Merger Agreement amended and restated the Agreement and Plan of Merger, dated February 6, 2020, between Parent, Merger Sub and the Company. Pursuant to the Amended Merger Agreement, on July 20, 2020, Purchaser commenced a tender offer (the “Offer”) to purchase each issued and outstanding share of common stock of Forescout, $0.001 par value per share (collectively, the “Shares”), at an offer price of $29.00 per Share, without interest and subject to any applicable withholding taxes (the “Offer Price”), net to the seller thereof in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of July 20, 2020 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal. Following consummation of the Offer, the remaining conditions to the Merger were satisfied and, on August 17, 2020, pursuant to the terms of the Amended Merger Agreement and in accordance with Section 251(h) of the DGCL, the Merger was consummated. In the Merger, each Share that was issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) was cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to the Offer Price. Effective upon the Effective Time, Bryan Taylor, Greg Clark, Lauren Young, Eric Noeth, Alek Ferro and Michael DeCesare became the directors of Forescout. The following persons, who were directors of Forescout prior to the Effective Time, are no longer directors of Forescout: Theresia Gouw, James Beer, David DeWalt, Elizabeth Hackenson, Mark Jensen, Kathy McElligott, Enrique Salem and Yehezkel Yeshurun.
ForeScout Technologies Inc is a provider of device visibility and control solutions. The Company provides real-time identification, classification, assessment and continuous control over the devices, that collectively, comprise an organization's network. The Company's network extends across the campus information technology (IT) devices, the campus Internet of Things (IoT) devices, operational technology (OT) devices, the data center and within the third-party cloud. The Company offers Forescout platform, which provides organizations with situational awareness of extended enterprise and the ability to orchestrate actions to reduce cyber risk. The Company offers products such as eyesight, eyeSegment, eyeControl, eyeExtend, eyeManage and SilentDefense