Mountain View, Calif.-based cyber-security leader Symantec Corp. (NASDAQ: SYMC), said it agreed to acquire Tempe, Ariz.-based LifeLock Inc. (NYSE: LOCK), a leading provider of identity protection and remediation services, for $24 per share or $2.3 billion in enterprise value.
The deal, which was approved by the boards of directors of both companies, is expected to close in the first calendar quarter of 2017, subject to customary closing conditions including regulatory approval and LifeLock stockholder approval.
The combination will create the world’s largest consumer security business with over $2.3 billion in annual revenue based on last fiscal year revenues for both companies.
The move comes two months after private equity firm TPG agreed to pay $1.1 billion to acquire a 51 percent stake in cybersecurity company McAfee from Intel Corp. (NASDAQ: INTC) which will keep a 49 percent interest in a newly formed, jointly-owned spinoff of Intel Security. The independent McAfee business was valued at $4.2 billion.
In June, Symantec agreed to acquire Blue Coat Inc., the #1 market share leader in web security, for $4.65 billion from private equity firms Silver Lake and Bain Capital, as reported by ExitHub.
In July, provate equity form CVC Capital-backed Avast Software agreed to acquire rival AVG Technologies NV (NYSE: AVG) for $1.3 billion in cash.
“LifeLock is a leading provider of identity and fraud protection services, with over 4.4 million highly-satisfied members and growing. With the combination of Norton and LifeLock, we will be able to deliver comprehensive cyber defense for consumers,” said Greg Clark, Symantec’s CEO. “This acquisition marks the transformation of the consumer security industry from malware protection to the broader category of Digital Safety for consumers.”
“People’s identity and data are prime targets of cybercrime. The security industry must step up and defend through innovation and vigilance,” said Dan Schulman, Symantec’s chairman. “With the acquisition of LifeLock, Symantec adds a new dimension to its protection capabilities to address the expanding needs of the consumer marketplace.”
“After a thorough review of a broad range of alternatives, our board of directors unanimously concluded that Symantec is the ideal strategic partner for LifeLock and offers our shareholders a significant premium for their investment, at closing,” said Hilary Schneider, CEO of LifeLock. “Together with Symantec we can deploy enhanced technology and analytics to provide our customers with unparalleled information and identity protection services.”
In the last year, one third of American citizens and over 650 million people globally were the victims of cybercrime. Consequently, more and more consumers are concerned about digital safety, an estimated $10 billion market growing in the high single digits. In the United States alone, the estimated total addressable market is 80 million people.
Symantec expects to finance the transaction with cash on the balance sheet and $750 million of new debt. Symantec’s board of directors has also increased the company’s share repurchase authorization from approximately $800 million to $1.3 billion, with up to $500 million in repurchases targeted by the end of fiscal 2017.
Given the expected closing in the first calendar quarter of 2017, Symantec expects the transaction to have no impact to its quarter ending December 30, 2016. The transaction is also not expected to have a material impact to Symantec’s fiscal year 2017 financial results, and the company is reaffirming its prior fiscal year 2017 financial guidance at this time: non-GAAP revenue of $4,040 – $4,120 million; non-GAAP operating margin of 27-29%; and non-GAAP earnings per share of $1.12-$1.18. The company is also reaffirming its prior fiscal year 2018 non-GAAP earnings per share guidance of $1.70-$1.80. Symantec expects the transaction to be accretive to non-GAAP earnings per share in fiscal year 2019.
Citi and J.P. Morgan Securities, LLC are serving as co-lead financial advisors to Symantec’s Board of Directors (in alphabetical order). Bank of America, Barclays, Citi, J.P. Morgan, Merrill Lynch and Wells Fargo are acting as financial advisors and are providing debt financing commitments to Symantec (in alphabetical order). Fenwick & West LLP is acting as legal advisor to Symantec in connection with the acquisition, and Fenwick & West LLP and Simpson Thacher & Bartlett LLP are acting as legal advisors to Symantec in connection with the debt financing. Goldman, Sachs & Co. is acting as financial advisor to LifeLock. Wilson Sonsini Goodrich & Rosati and Skadden, Arps, Slate, Meagher & Flom LLP are acting as legal advisors to LifeLock.