M&A - Tenable Holdings, Inc.

Form Type: 8-K

Filing Date: 2025-02-07

Corporate Action: Acquisition

Type: New

Accession Number: 000166028025000013

Filing Summary: On February 7, 2025, Tenable Holdings, Inc. announced the closing of the Acquisition of Vulcan Cyber Ltd. by its wholly-owned subsidiary, Ermetic Ltd. The Acquisition, completed as per a Share Purchase Agreement dated January 29, 2025, involved the purchase of all outstanding share capital of Vulcan Cyber for approximately $148 million in cash and $2 million in Tenable restricted stock units. The announcement included financial guidance for the first quarter and full year ending December 31, 2025, which was disclosed in a press release attached as Exhibit 99.1.

Form Type: 8-K

Filing Date: 2025-01-29

Corporate Action: Acquisition

Type: New

Accession Number: 000166028025000007

Filing Summary: On January 29, 2025, Tenable Holdings, Inc. entered into a share purchase agreement with Vulcan Cyber Ltd., facilitating the acquisition of Vulcan Cyber by an indirect, wholly owned subsidiary of Tenable. The transaction entails an aggregate purchase price of approximately $147 million in cash and $3 million in restricted stock units (RSUs). Vulcan Cyber will operate as a wholly owned subsidiary of the purchaser post-acquisition. The deal includes customary terms such as the cancellation of certain options and the substitution of unvested options for Tenable RSUs or cash. The acquisition is subject to customary closing conditions and is expected to conclude in the first quarter of 2025. Shareholders of Vulcan Cyber have already approved the purchase agreement and its terms.