Proofpoint Inc. (NASDAQ: PFPT) announced Monday morning that it has agreed to be acquired by private equity firm Thoma Bravo in an all-cash transaction that values Proofpoint at $12.3 billion. Thoma Bravo will pay $176 per share in cash for the cybersecurity firm, a premium of 34% over Proofpoint’s closing price on Friday. Premarket trading in Proofpoint shares was temporarily halted Monday morning.

A 45-day “go-shop” period expiring on June 9 is also part of the deal. Proofpoint may actively “initiate, solicit and consider alternative acquisition proposals.” The announcement did not include any mention of a breakup fee if the company should choose another offer.

Gary Steele, board chair and CEO of Proofpoint, commented, “[I]n 2020 we generated more than $1 billion in annual revenue – making Proofpoint the first SaaS-based cybersecurity and compliance company to reach that milestone. We believe that as a private company, we can be even more agile with greater flexibility to continue investing in innovation, building on our leadership position and staying ahead of threat actors.”

Seth Boro, a Managing Partner at Thoma Bravo added, “Proofpoint’s opportunity as a privately held company is incredibly compelling, and we look forward to working closely with them to drive continued business growth and deliver world-class advanced threat protection to even more customers in even more ways.”

Proofpoint reported quarterly results Monday morning that beat per-share earnings estimates by 22.5% and revenue estimates by 2%. Revenue rose by 15% year over year in the quarter.

The transaction is expected to close in the third calendar quarter, subject to the usual and customary approvals.

Proofpoint’s stock closed at $131.78 on Friday and, once trading resumed Monday morning, the stock shot nearly 32% higher to trade at $173.79. The stock’s 52-week range is $91.60 to $140.91, and the consensus price target was $149.33.

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