Combination of ZeroFox and IDX will create the only public
company solely focused on addressing the full lifecycle of external
cyber threats and risks through the expansion of its
industry-leading AI platform
Transaction includes $170 million in financing led by Monarch
Alternative Capital LP with participation from Victory Park
Capital, Corbin Capital, as well as existing shareholders New
Enterprise Associates, Highland Capital, Alsop Louie Partners, Blue
Venture Fund, Peloton Equity, Forgepoint Capital and James C.
Foster, Chairman and CEO of ZeroFox
Expected equity value of the combined entities is approximately
$1.4 billion
ZeroFox, Inc., an enterprise software-as-a-service (Saas) leader
in external cybersecurity, and L&F Acquisition Corp. (NYSE:
LNFA) (“LNFA”), a special purpose acquisition company formed for
the purpose of entering into a combination with one or more
businesses, today announced that they have entered into a
definitive agreement for a business combination that will result in
ZeroFox becoming a publicly traded company with an expected equity
value of approximately $1.4 billion, assuming no redemptions. As
part of the transaction, ZeroFox will acquire IDX, a leading
digital privacy protection and data breach response services
company, resulting in the creation of a cybersecurity provider
addressing the full lifecycle of external cyber threats and risks
for its customers. Upon closing of the transaction, the combined
company will be renamed ZeroFox Holdings, Inc. and expects to be
listed under the ticker symbol “ZFOX”.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20211220005228/en/
ZeroFox and IDX: Creating the First
End-to-End External Cybersecurity Offering (Graphic: Business
Wire)
Organizations are increasingly challenged by cybercriminal
activity, with the number of employee and customer records
compromised exceeding tens of billions annually. ZeroFox’s external
cybersecurity solutions go beyond traditional threat intelligence
to protect organizations from threats outside the firewall with
AI-driven analysis, experienced intelligence analysts with unique
dark web access, comprehensive breach response and adversary
disruption services and a fully integrated App Library that
connects with over 500 applications.
“Since ZeroFox was founded in 2013, we have helped companies
address emerging security challenges caused by the transformational
shift to a ‘digital everything’ world. This rapid digital
transformation has made companies vulnerable to attackers,
resulting in the highest breach rate the industry has ever seen,”
said James C. Foster, Chairman and CEO of ZeroFox. “We believe that
external cybersecurity must be a top three priority and part of the
critical security tech stack for Chief Information Security
Officers because perimeter firewalls and internal endpoint agents
alone are not enough to protect company assets and customers.”
The ZeroFox Platform enables actionable intelligence to disrupt
phishing, impersonations, malicious domains and data leakage across
the public, deep and dark web, including pervasive cloud-based
applications such as Zoom, Slack, Google, Facebook and other social
media sites. The platform processes billions of data elements and
protects tens of millions of digital assets around the world. With
customers in over 50 countries and its blue-chip relationships,
ZeroFox has proven capabilities to mitigate cyber threats across
multiple industries in the public and private sectors.
“With this transaction, we are creating the industry’s first
publicly traded company that is focused on providing an enterprise
external cybersecurity SaaS platform,” added Foster. “We intend to
leverage this growth capital to continue investing in our
artificial intelligence capabilities, scaling our go-to-market
efforts and expanding our world-class team. We believe this will
create value for our existing and new shareholders whilst we focus
on growth, expanding our triple-digit net retention and delighting
our customers.”
IDX is the nation’s leading provider of external breach response
services, protecting enterprises from associated risks with its
proprietary digital protection and privacy platform. Together, IDX
and ZeroFox will provide external threat protection capabilities
and breach response services, a holistic offering for companies
protecting against, or responding to, an external cyberattack. The
combined company will have over 650 employees and serve nearly
2,000 customers including five of the Fortune Top 10 and the
largest companies in media, technology, retail and energy.
Collectively, over 90% of revenues will be recurring platform
subscriptions.
“As the leader in digital privacy protection and breach
response, the IDX privacy platform is trusted to address data
breach risks by large multinational enterprises and government
agencies alike,” said Tom Kelly, CEO of IDX. “Joining ZeroFox is
the result of a long-standing partnership based on shared values, a
vision for a safer digital world and strong alignment on the market
opportunity. We look forward to leveraging our proven technology
and deep tradecraft to support the mission of providing our
combined customers with a platform and expanding set of
capabilities.”
L&F Acquisition Corp. was formed to pursue a business
combination with one or more businesses focused on technology and
services in the governance, risk, compliance and legal sector.
LNFA’s team has deep sector expertise as operators and investors
across public and private markets, backed by experienced SPAC
sponsor and globally recognized investment firm, Victory Park
Capital.
“With its leading global position, seasoned management team and
proven technology, ZeroFox is poised to capture a significant share
in the growing, $51 billion external cybersecurity and digital
protection market,” said Adam Gerchen, CEO of LNFA. “This is a
transformational deal and I am excited to join the ZeroFox Board of
Directors to help accelerate ZeroFox’s growth and integration with
IDX in its new chapter as a public company.”
“We are excited to provide growth capital financing to help
ZeroFox and IDX achieve the combined company’s long-term vision and
expansion in the massive external cybersecurity market. We believe
that ZeroFox’s unique value proposition and high-quality platform
will enable the company to capture increasing demand for
cybersecurity and privacy protection around the world,” said Andrew
Weinstock, Senior Investment Professional of Monarch Alternative
Capital.
Key Transaction Terms
Upon completion of the transaction, the combined company is
expected to have a pro forma equity value of approximately $1.4
billion, assuming no redemptions, resulting in over $250 million of
cash on the combined company’s balance sheet. This reflects $175
million of cash held in LNFA’s trust account (assuming none of
LNFA’s stockholders redeem their shares) as well as $170 million in
financing led by Monarch Alternative Capital LP with participation
from Victory Park Capital, Corbin Capital, as well as existing
shareholders New Enterprise Associates, Highland Capital, Alsop
Louie Partners, Blue Venture Fund, Peloton Equity, Forgepoint
Capital and James C. Foster, Chairman and CEO of ZeroFox.
The proposed business combination has been approved by the
Boards of Directors of ZeroFox, IDX and LNFA, and is subject to
approval by LNFA’s stockholders, regulatory approvals and other
customary closing conditions. The business combination is expected
to close in the first half of 2022.
A more detailed description of the business combination and a
copy of the Business Combination Agreement will be included in a
Current Report on Form 8-K to be filed by LNFA with the United
States Securities and Exchange Commission (the “SEC”). LNFA will
also file a registration statement (which will contain a proxy
statement/prospectus) with the SEC in connection with the business
combination.
Advisors
Stifel is serving as financial advisor and capital markets
advisor and Venable LLP is serving as legal advisor to ZeroFox. DBO
Partners is serving as financial advisor and Wilson Sonsini is
serving as legal advisor to IDX. Jefferies is serving as financial
advisor and capital markets advisor and Kirkland & Ellis is
serving as legal advisor to LNFA. Jefferies is acting as lead
placement agent and Stifel is serving as co-placement agent on the
PIPE. Stroock & Stroock & Lavan LLP is serving as legal
advisor to Monarch Alternative Capital.
Management Presentation
A webcast of the corporate presentation and associated materials
is available on Deal Roadshow:
https://dealroadshow.com/e/LNFAZEROFOX
For materials and information, visit https://www.zerofox.com for
ZeroFox and https://www.lfacquisitioncorp.com/ for LNFA. LNFA will
also file the presentation with the SEC as an exhibit to a Current
Report on Form 8-K, which can be viewed on the SEC’s website at
www.sec.gov.
Additional Information and Where to Find It
In connection with the proposed transaction (the “Proposed
Transaction”), L&F Acquisition Corp. (“LNFA”) intends to file a
registration statement on Form S-4 that will include a proxy
statement/prospectus of LNFA. This press release is not a
substitute for the proxy statement/prospectus, that will be both
the proxy statement to be distributed to holders of LNFA’s common
stock in connection with its solicitation of proxies for the vote
by LNFA’s stockholders with respect to the Proposed Transaction and
other matters as may be described in the registration statement, as
well as the prospectus relating to the offer and sale of the
securities to be issued in connection with the Proposed
Transaction. This document does not contain all the information
that should be considered concerning the Proposed Transaction and
is not intended to form the basis of any investment decision or any
other decision in respect of the Proposed Transaction. LNFA’s
stockholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus included in
the registration statement and the amendments thereto and the
definitive proxy statement/prospectus and other documents filed in
connection with the Proposed Transaction, as these materials will
contain important information about ZeroFox, IDX, LNFA and the
Proposed Transaction.
Investors and security holders and other interested parties are
urged to read the proxy statement/prospectus and any other relevant
documents that are filed or will be filed with the SEC, as well as
any amendments or supplements to these documents, carefully and in
their entirety when they become available because they contain or
will contain important information about ZeroFox, IDX, LNFA, the
Proposed Transaction and related matters.
When available, the definitive proxy statement/prospectus and
other relevant materials for the Proposed Transaction will be
mailed to stockholders of LNFA as of a record date to be
established for voting on the Proposed Transaction. LNFA’s
stockholders will also be able to obtain copies of the preliminary
proxy statement/prospectus, the definitive proxy
statement/prospectus and other documents filed with the SEC,
without charge, once available, at the SEC’s website at
www.sec.gov. These documents (when they are available) can also be
obtained free of charge from LNFA upon written request to LNFA by
emailing info@lfacquisitioncorp.com.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy or subscribe for any securities or a solicitation of any vote
of approval, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
Participants in Solicitation
This communication is not a solicitation of a proxy from any
investor or securityholder. However, LNFA, ZeroFox, IDX, JAR
Sponsor, LLC and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from LNFA’s stockholders in connection with
the Proposed Transaction under the rules of the SEC. Information
regarding LNFA directors and executive officers may be found in its
registration statement on Form S-1, including amendments thereto,
relating to its initial public offering, and other reports which
are filed with the SEC. Additional information regarding the
participants will also be included in the registration statement on
Form S-4 that includes the preliminary proxy statement/prospectus,
when it becomes available. When available, these documents can be
obtained free of charge from the sources indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about future financial and operating results, our plans,
objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified
by words such as “will likely result,” “are expected to,” “will
continue,” “is anticipated,” “estimated,” “believe,” “intend,”
“plan,” “projection,” “outlook” or words of similar meaning. These
forward-looking statements include, but are not limited to,
statements regarding ZeroFox’s and IDX’s industry and market sizes,
future opportunities for LNFA, ZeroFox, IDX and the combined
company, the combined company’s estimated future results and the
Proposed Transaction, including the implied enterprise value, the
expected transaction and the likelihood and ability of the parties
to successfully consummate the Proposed Transaction. Such
forward-looking statements are based upon the current beliefs and
expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally
beyond our control. Actual results and the timing of events may
differ materially from the results anticipated in these
forward-looking statements.
In addition to factors previously disclosed in LNFA’s reports
filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results and the timing of events to differ materially from
the anticipated results or other expectations expressed in the
forward-looking statements: (i) inability to meet the closing
conditions to the Proposed Transaction, including the occurrence of
any event, change or other circumstances that could give rise to
the termination of the definitive agreement; (ii) the inability to
complete the Proposed Transaction due to the failure to obtain
approval of LNFA’s stockholders, the failure to achieve the minimum
amount of cash available following any redemptions by LNFA’s
stockholders or the failure to meet the national stock exchange’s
listing standards in connection with the consummation of the
Proposed Transaction; (iii) the risk that the Proposed Transaction
may not be completed by LNFA’s business combination deadline and
the potential failure to obtain an extension of the business
combination deadline if sought by LNFA; (iv) costs related to the
Proposed Transaction; (v) a delay or failure to realize the
expected benefits from the Proposed Transaction; (vi) risks related
to disruption of management time from ongoing business operations
due to the Proposed Transaction; (vii) the impact of the ongoing
COVID-19 pandemic; (viii) changes in the markets in which ZeroFox
and IDX compete, including with respect to competitive landscape,
technology evolution or regulatory changes; (ix) changes in the
markets that ZeroFox and IDX targets; (x) risk that the combined
company may not be able to execute its growth strategies, including
identifying and executing acquisitions; (xi) risks relating to data
security; and (xii) risk that ZeroFox may not be able to develop
and maintain effective internal controls. The foregoing list of
factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described
in the “Risk Factors” section of LNFA’s final prospectus dated
November 18, 2020, relating to its initial public offering, the
registration statement on Form S-4 and proxy statement/prospectus
discussed above, when available, and other documents filed by LNFA
from time to time with the SEC. These filings identify and address,
or will identify and address, other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking
statements.
Actual results, performance or achievements may differ
materially, and potentially adversely, from any projections and
forward-looking statements and the assumptions on which those
forward-looking statements are based. There can be no assurance
that the data contained herein is reflective of future performance
to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as
projected financial information and other information are based on
estimates and assumptions that are inherently subject to various
significant risks, uncertainties and other factors, many of which
are beyond our control. All information set forth herein speaks
only as of the date hereof in the case of information about LNFA,
ZeroFox and IDX or the date of such information in the case of
information from persons other than LNFA, ZeroFox and IDX and we
disclaim any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of
this communication. Forecasts and estimates regarding ZeroFox’s and
IDX’s industry and end markets are based on sources we believe to
be reliable, however there can be no assurance these forecasts and
estimates will prove accurate in whole or in part. Annualized, pro
forma, projected and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual
results.
About ZeroFox
ZeroFox, the leader in external cybersecurity, provides
enterprises external threat intelligence and protection to disrupt
threats to brands, people, assets and data across the public attack
surface in one, comprehensive platform. With complete global
coverage across the surface, deep and dark web and an artificial
intelligence-based analysis engine, the ZeroFox Platform identifies
and remediates targeted phishing attacks, credential compromise,
data exfiltration, brand hijacking, executive and location threats
and more. The patented ZeroFox Platform technology processes and
protects millions of posts, messages and accounts daily across the
social and digital landscape, spanning LinkedIn, Facebook, Slack,
Instagram, Pastebin, YouTube, mobile app stores, domains,
cloud-based email and more. Visit www.zerofox.com for more
information.
About IDX
IDX is the only privacy company built for agility in the digital
age. Thousands of organizations trust their privacy platform to
empower consumers to take back control of their privacy with their
identity and privacy protection products. As the nation's largest
provider of data breach response services, IDX is trusted by
government and enterprise customers, as well as employee benefits
and strategic partners, to protect more than 40 million consumers.
Visit www.idx.us for more information.
About L&F Acquisition Corp.
L&F Acquisition Corp. is a blank check company formed for
the purpose of entering into a combination with one or more
businesses, with the intent to concentrate on identifying
technology and services businesses in the Governance, Risk,
Compliance and Legal (“GRCL”) sector. L&F Acquisition Corp. is
sponsored by JAR Sponsor, LLC, a newly organized special purpose
vehicle under the common control of entities affiliated with
Chairman Jeffrey C. Hammes, CEO Adam Gerchen, and Victory Park
Capital. Visit www.lfacquisitioncorp.com for more information.
About Monarch Alternative Capital LP
Monarch Alternative Capital LP is a global investment firm
founded in 2002 with approximately $9.5 billion in assets under
management. Monarch focuses primarily on opportunistic situations
across corporate debt, real estate, capital solutions, and other
market segments. Monarch draws on the skills and experience of its
employees across its offices in New York and London. For more
information, please visit www.monarchlp.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211220005228/en/
ZeroFox Media Inquiries: Dave Bowker, PAN Communications
ZeroFox@pancomm.com
Investor Relations Marc P. Griffin, ICR
Marc.Griffin@icrinc.com
IDX Media Inquiries Alisha Sheth, Pinkston Group
alisha.sheth@pinkston.co
Investor Relations Marc P. Griffin, ICR
Marc.Griffin@icrinc.com
L&F Acquisition Corp. Media Inquiries Julia Fisher,
Edelman julia.fisher@edelman.com
Investor Relations info@lfacquisitioncorp.com
L&F Acquisition (NYSE:LNFA)
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