August 21, 2025 | Technology | North America | Active
On 30-Jul-25, in one of the largest technology takeovers of the year and the biggest in its own history, Palo Alto Networks confirmed a $25bn cash-and-stock agreement to acquire Israeli cybersecurity specialist CyberArk. The consideration is $45.00 in cash plus 2.2005 Palo Alto shares for each CyberArk share, implying an offer value of $495 per share and representing a 29.3% takeover premium. Neither company pays out dividends. The deal has been unanimously approved by the boards of both companies and requires approval from CyberArk shareholders (50%); Palo Alto shareholder approval is not required. It is also subject to regulatory clearances, including HSR and foreign antitrust and FDI approvals. HSR notification will be made within 25 business days, by 4-Sep-25. A preliminary proxy through a Form S-4 is expected to be filed “as promptly as reasonably practicable.” The companies will also need clearance from the Israeli Securities Authority (ISA). The merger agreement contains standard provisions on representations, warranties, and covenants, with specific MAC carve-outs for force majeure events, including war and pandemics. CyberArk is bound by a non-solicitation clause with customary fiduciary-out exceptions. Both companies have agreed to use “reasonable best efforts” to take all actions necessary to consummate the deal, with a burdensome clause restricting either party from ...
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