TEMPE, Ariz. and PRAGUE, Sept. 12,
2022 /PRNewswire/ -- NortonLifeLock (NASDAQ: NLOK), a
global leader in Cyber Safety, today announced it has completed its
previously announced acquisition of Avast.
"We believe that everyone deserves the freedom to live their
digital lives to the fullest," said Vincent
Pilette, CEO of NortonLifeLock and the Combined Company.
"Half a billion users trust us to protect and empower their digital
lives, and now that NortonLifeLock and Avast have come together, we
plan to redefine and reimagine Cyber Safety for consumers and small
businesses around the world."
On a provisional basis, shareholders holding 36.505% of the
Avast shares elected the Majority Stock Option comprising 0.1937
new NortonLifeLock shares and $2.37
in cash per Avast share, with the remaining 63.495% due to receive
the Majority Cash Option comprising 0.0302 new NortonLifeLock
shares and $7.61 in cash per Avast
share. On a provisional basis and prior to the calculation of the
amount of GBP consideration due pursuant to the currency conversion
facility, the aggregate consideration due pursuant to the Merger
comprises 94,201,223 new NortonLifeLock Shares and cash
consideration of approximately $5,970,761,620.
With the completion of the transaction, trading in Avast shares
was suspended at 7:30 a.m. BST on
September 12, 2022, and the Avast
shares will be delisted from the London Stock Exchange effective as
of September 13, 2022, at
8:00 a.m. BST.
The Combined Company will operate as NortonLifeLock Inc. and
discuss its shared financials and metrics during the fiscal year
2023 second quarter earnings release call. As it starts merging its
operations, the Combined Company will soon announce a new name that
reflects the forward-thinking vision and scale of its comprehensive
Cyber Safety platform and trust-based solutions for consumers
around the world. It will also begin trading under a new stock
ticker under the new company name on NASDAQ. Until that time, the
Combined Company will operate as NortonLifeLock Inc. and continue
trading on NASDAQ under its current "NLOK" ticker symbol.
Advisors
Evercore is serving as financial advisor
to NortonLifeLock and Kirkland & Ellis LLP and
Macfarlanes LLP are serving as its legal advisors. UBS and
J.P. Morgan Cazenove are serving as financial advisors to
Avast and White & Case LLP is serving as its legal
advisor.
For more information, please visit
investor.nortonlifelock.com/offer-for-avast.
About NortonLifeLock Inc.
NortonLifeLock Inc. (NASDAQ:
NLOK) is a global leader in consumer Cyber Safety, protecting and
empowering people to live their digital lives safely. We are the
consumer's trusted ally in an increasingly complex and connected
world. Learn more about how we're transforming Cyber Safety
at www.nortonlifelock.com.
About Avast
Avast is a global leader in digital
security and privacy products. Avast offers products under the
Avast and AVG brands that help protect people from threats on
the internet and the evolving IoT threat landscape. Its threat
detection network is among the most advanced in the world, using
machine learning and artificial intelligence technologies to detect
and stop threats in real time. Avast digital security products for
Mobile, PC or Mac are top-ranked and certified by VB100,
AV-Comparatives, AV-Test, SE Labs and others. Avast is a member of
Coalition Against Stalkerware, No More Ransom and Internet Watch
Foundation. Visit: www.avast.com.
Forward-Looking Statements
This press release contains certain forward-looking statements.
These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "aim", "will", "may", "would", "could" or "should" or
other words of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
economic performance, financial conditions, dividend policy, losses
and future prospects of the combined group of NortonLifeLock and
Avast (the "Combined Company"); (ii) business and management
strategies and the expansion and growth of the operations of the
Combined Company; (iii) the effects of government regulation on the
business of the Combined Company; and (iv) the time frame and the
expected benefits of the Merger to the Combined Company and its
respective customers, stockholders and investors, including
expected growth, earnings accretion and cost savings. There are
many factors which could cause actual results to differ materially
from those expressed or implied in forward-looking statements. Such
factors include, but are not limited to, general business and
economic conditions globally, industry trends, competition, changes
in government and other regulation, changes in political and
economic stability, disruptions in business operations due to
reorganization activities, interest rate and currency fluctuations,
the inability of the Combined Company to realize successfully any
anticipated synergy benefits when the Merger is implemented, the
inability of the Combined Company to integrate successfully
NortonLifeLock's and Avast's operations when the Merger is
implemented, fluctuations and volatility in NortonLifeLock's stock
price, the ability of NortonLifeLock to successfully execute
strategic plans, the ability of the Combined Company to maintain
customer and partner relationships, the timing and market
acceptance of new product releases and upgrades, matters arising
out of the ongoing SEC investigation and the Combined Company
incurring and/or experiencing unanticipated costs and/or delays or
difficulties relating to the Merger when it is implemented.
Additional information concerning these and other risk factors is
contained in the Risk Factors sections of NortonLifeLock's most
recent reports on Form 10-K and Form 10-Q, the contents of which
are not incorporated by reference into, nor do they form part of,
this press release.
These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the
future. By their nature, these forward-looking statements involve
known and unknown risks, as well as uncertainties because they
relate to events and depend on circumstances that will occur in the
future. The factors described in the context of such
forward-looking statements in this press release may cause the
actual results, performance or achievements of any such person, or
industry results and developments, to be materially different from
any results, performance or achievements expressed or implied by
such forward-looking statements. No assurance can be given that
such expectations will prove to have been correct and persons
reading this press release are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only
as at the date of this press release. All subsequent oral or
written forward-looking statements attributable to NortonLifeLock,
Avast or any persons acting on their behalf are expressly qualified
in their entirety by the cautionary statement above. NortonLifeLock
does not assume any obligation to update the forward-looking
statements, whether as a result of new information, future events
or otherwise, except to the extent required by applicable law,
regulation or stock exchange rules.
Restricted Jurisdictions
Copies of this press release and any formal documentation relating
to the Merger are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any jurisdiction where local laws or regulations may
result in a significant risk of legal or regulatory exposure if
information concerning the Merger were made available in that
jurisdiction, or if details regarding any election that may be made
in connection with the Merger is or were extended or made
available in that jurisdiction, or where to do so would result in a
requirement to comply with any governmental or other consent or any
registration, filing or other formality which NortonLifeLock or
Avast regards as unduly onerous. Any persons receiving this press
release, or any such documents (including custodians, nominees and
trustees), must not mail or otherwise forward, distribute or send
them in or into or from any such restricted jurisdiction.
No Offer or Solicitation
The information contained in this press release is for information
purposes only and is not intended to and does not constitute, or
form any part of, an offer to sell or the solicitation of an offer
to subscribe for an invitation to subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to the Merger or otherwise, nor shall there be any sale,
issuance, subscription or transfer of securities in any
jurisdiction in contravention of applicable law or regulation. In
particular, this press release is not an offer of securities for
sale in the United States. No
offer of securities shall be made in the
United States absent registration under the Securities Act
of 1933, as amended, or pursuant to an exemption from, or in a
transaction not subject to, such registration requirements. Any
securities issued as part of the Merger are anticipated to be
issued in reliance upon available exemptions from such registration
requirements pursuant to Section 3(a)(10) of the Securities Act.
The Merger will be made solely by means of the scheme document
published by Avast, or (if applicable) pursuant to an offer
document to be published by NortonLifeLock, which (as applicable)
would contain the full terms and conditions of the Merger. Any
decision in respect of, or other response to, the Merger, should be
made only on the basis of the information contained in such
document(s). If NortonLifeLock ultimately seeks to implement the
Merger by way of a takeover offer, that offer will be made in
compliance with applicable US laws and regulations.
No profit forecasts or estimates
No statement in this press release is intended as, or is to be
construed as, a profit forecast or estimate for any period and no
statement in this press release should be interpreted to mean that
earnings or earnings per ordinary share, for NortonLifeLock or
Avast, respectively for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per ordinary share for NortonLifeLock or Avast,
respectively.
Publication on website
A copy of this press release
will be made available (subject to certain restrictions relating to
persons resident in Restricted Jurisdictions) on NortonLifeLock's
website (at https://investor.nortonlifelock.com/) by no later
than 12 noon London time on the
business day following the date of this press release. Neither the
contents of this website nor the content of any other website
accessible from hyperlinks on such website is incorporated into, or
forms part of, this press release.
Media
Contact:
|
Investor
Contact:
|
Spring
Harris
|
Mary Lai
|
NortonLifeLock
Inc.
|
NortonLifeLock
Inc.
|
Press@NortonLifeLock.com
|
IR@NortonLifeLock.com
|
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