Magnet Forensics Inc. Enters into Definitive Agreement to be Acquired by Thoma Bravo

Jan 20, 2023

Magnet Forensics Inc. (the “Company” or “Magnet”) (TSX: MAGT), developer of digital investigation solutions for more than 4,000 enterprises and public safety organizations, is pleased to announce that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Morpheus Purchaser Inc. (the “Purchaser”), a newly created corporation controlled by Thoma Bravo, a leading software investment firm, whereby the Purchaser will acquire the Company, subject to obtaining shareholder and other customary approvals (the “Transaction”). Under the terms of the Arrangement Agreement, holders of the outstanding Subordinate Voting Shares (“SV Shares”) of the Company (other than Messrs. Jad Saliba and Adam Belsher and associates and affiliates thereof (collectively with Mr. Jim Balsillie and his associates and affiliates, the “Rolling Shareholders”)) will receive CA$44.25 cash per SV Share (the “Purchase Price”) and the Rolling Shareholders will receive CA$39.00 for each outstanding SV Share and Multiple Voting Share (“MV Share”)of the Company (together with the SV Shares, the “Shares”) they sell for cash to the Purchaser (see “Transaction Details” below), representing an aggregate total equity value of approximately CA$1.8 billion on a fully-diluted, in-the-money, treasury method basis and inclusive of Rollover Shares (as defined below). Upon completion of the Transaction, Magnet will become a privately held company.

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