MOUNTAIN VIEW, Calif. & TEMPE, Ariz.–(BUSINESS WIRE)–Symantec Corp. (NASDAQ:SYMC) and LifeLock, Inc. (NYSE:LOCK) today
announced that they have entered into a definitive agreement for
Symantec to acquire LifeLock for $24 per share or $2.3 billion in
enterprise value. The deal, which was approved by the boards of
directors of both companies, is expected to close in the first calendar
quarter of 2017, subject to customary closing conditions including
LifeLock stockholder approval.
In the last year, one third of American citizens and over 650 million
people globally were the victims of cybercrime. Consequently, more and
more consumers are concerned about digital safety, an estimated $10
billion market growing in the high single digits. In the United States
alone, the estimated total addressable market is 80 million people.
“As we all know, consumer cybercrime has reached crisis levels. LifeLock
is a leading provider of identity and fraud protection services, with
over 4.4 million highly-satisfied members and growing. With the
combination of Norton and LifeLock, we will be able to deliver
comprehensive cyber defense for consumers,” said Greg Clark, Symantec’s
CEO. “This acquisition marks the transformation of the consumer security
industry from malware protection to the broader category of Digital
Safety for consumers.”
Symantec’s acquisition of LifeLock brings together the #1 leader in
consumer security with a leading provider of identity protection and
remediation services. The combination will create the world’s largest
consumer security business with over $2.3 billion in annual revenue
based on last fiscal year revenues for both companies.
“People’s identity and data are prime targets of cybercrime. The
security industry must step up and defend through innovation and
vigilance,” said Dan Schulman, Symantec’s Chairman of the Board. “With
the acquisition of LifeLock, Symantec adds a new dimension to its
protection capabilities to address the expanding needs of the consumer
“After a thorough review of a broad range of alternatives, our board of
directors unanimously concluded that Symantec is the ideal strategic
partner for LifeLock and offers our shareholders a significant premium
for their investment, at closing,” said Hilary Schneider, CEO of
LifeLock. “Together with Symantec we can deploy enhanced technology and
analytics to provide our customers with unparalleled information and
identity protection services. We are very pleased to have reached an
outcome that serves the best interests of all LifeLock stakeholders.”
By offering each of the company’s respective customer bases a broader
digital safety solution, Symantec expects to achieve additional revenue
upside through higher ASPs and improved retention rates.
Symantec expects to finance the transaction with cash on the balance
sheet and $750 million of new debt. Symantec’s board of directors has
also increased the company’s share repurchase authorization from
approximately $800 million to $1.3 billion, with up to $500 million in
repurchases targeted by the end of fiscal 2017.
Given the expected closing in the first calendar quarter of 2017,
Symantec expects the transaction to have no impact to its quarter ending
December 30, 2016. The transaction is also not expected to have a
material impact to Symantec’s fiscal year 2017 financial results, and
the company is reaffirming its prior fiscal year 2017 financial guidance
at this time: non-GAAP revenue of $4,040 – $4,120 million; non-GAAP
operating margin of 27-29%; and non-GAAP earnings per share of
$1.12-$1.18. The company is also reaffirming its prior fiscal year 2018
non-GAAP earnings per share guidance of $1.70-$1.80. Symantec expects
the transaction to be accretive to non-GAAP earnings per share in fiscal
The transaction is subject to the satisfaction of customary closing
conditions, including regulatory approval in the United States and
LifeLock stockholder approval.
Citi and J.P. Morgan Securities, LLC are serving as co-lead financial
advisors to Symantec’s Board of Directors (in alphabetical order). Bank
of America, Barclays, Citi, J.P. Morgan, Merrill Lynch and Wells Fargo
are acting as financial advisors and are providing debt financing
commitments to Symantec (in alphabetical order). Fenwick & West LLP is
acting as legal advisor to Symantec in connection with the acquisition,
and Fenwick & West LLP and Simpson Thacher & Bartlett LLP are acting as
legal advisors to Symantec in connection with the debt financing.
Goldman, Sachs & Co. is acting as financial advisor to LifeLock. Wilson
Sonsini Goodrich & Rosati and Skadden, Arps, Slate, Meagher & Flom LLP
are acting as legal advisors to LifeLock.
Management will discuss the details of this transaction on a conference
call scheduled for Monday, November 21, 2016 at 5:30 AM PT/8:30 AM ET.
Interested parties may access the conference call on the Internet at http://www.symantec.com/invest.
To listen to the live call, please go to the website at least 15 minutes
early to register, download and install any necessary audio software.
For telephone access to the conference, call (877) 475-6198 within the
United States or (970) 297-2372 from outside the United States. Please
call 15 minutes early on November 21 and give the operator conference ID
number 24263402. A replay and our prepared remarks will be available on
the investor relations home page shortly after the call is completed.
Symantec Corporation (NASDAQ: SYMC), the world’s leading cyber security
company, helps organizations, governments and people secure their most
important data wherever it lives. Organizations across the world look to
Symantec for strategic, integrated solutions to defend against
sophisticated attacks across endpoints, cloud and infrastructure.
Likewise, a global community of more than 50 million people and families
rely on Symantec’s Norton suite of products for protection at home and
across all of their devices. Symantec operates one of the world’s
largest civilian cyber intelligence networks, allowing it to see and
protect against the most advanced threats. For additional information,
please visit www.symantec.com
or connect with us on Facebook, Twitter, and LinkedIn.
NOTE TO EDITORS: If you would like additional information on Symantec
Corporation and its products, please visit the Symantec News Room at http://www.symantec.com/news.
All prices noted are in U.S. dollars and are valid only in the United
Symantec and the Symantec Logo are trademarks or registered trademarks
of Symantec Corporation or its affiliates in the U.S. and other
countries. Other names may be trademarks of their respective owners.
LifeLock, Inc. (NYSE: LOCK) is a leading provider of proactive identity
theft protection services for consumers and consumer risk management
services for enterprises. LifeLock’s threat detection, proactive
identity alerts, and comprehensive remediation services help provide
peace of mind for consumers amid the growing threat of identity theft.
Leveraging unique data, science and patented technology from ID
Analytics, LLC, a wholly owned subsidiary, LifeLock offers identity
theft protection that goes significantly beyond credit monitoring. As
part of its commitment to help fight identity theft, LifeLock works to
train law enforcement and partners with a variety of non-profit
organizations to help consumers establish positive habits to combat this
This press release contains statements which may be considered
forward-looking within the meaning of the U.S. federal securities laws,
including statements regarding Symantec’s financial guidance and the
acquisition of LifeLock, Inc. and the time frame in which this will
occur, Symantec’s financing of the acquisition and the expected benefits
to Symantec, LifeLock, and their respective customers, stockholders and
investors from completing the acquisition, including without limitation
expected revenue and subscriber growth, improvements to total
addressable market and value proposition, future product innovation,
earnings accretion and cost savings, statements regarding cost
reduction, integration and synergy efforts, and the potential benefits
to be derived therefrom. These statements are subject to known and
unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to differ materially from results
expressed or implied in this press release. Such risk factors include
those related to: obtaining required regulatory clearances and LifeLock
stockholder approval and the satisfaction of other closing conditions,
the potential impact on the businesses of LifeLock and Symantec due to
uncertainties regarding the acquisition; the retention of employees of
LifeLock and the ability of Symantec to successfully integrate LifeLock
and to achieve expected benefits; general economic conditions; the
ability of Symantec to successfully execute strategic plans; maintaining
customer and partner relationships; anticipated growth of certain market
segments; fluctuations in tax rates and currency exchange rates; the
timing and market acceptance of new product releases and upgrades; and
the successful development of new products and integration of acquired
businesses, and the degree to which these products and businesses gain
market acceptance. Actual results may differ materially from those
contained in the forward-looking statements in this press release.
Neither Symantec nor LifeLock assume any obligation, and do not intend,
to update these forward-looking statements or reasons why results might
differ as a result of future events or developments. Additional
information concerning these and other risk factors is contained in the
Risk Factors section of Symantec’s Form 10-K for the year ended April 1,
2016 and the Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2016 and in the Risk Factors section of LifeLock Form 10-K
for the year ended December 31, 2015 and the Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 2016.
Additional Information About the Merger
In connection with the proposed merger, LifeLock will file a proxy
statement with the SEC. The definitive proxy statement will be mailed to
LifeLock stockholders and will contain important information about the
proposed merger and related matters. LIFELOCK STOCKHOLDERS ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE
PARTIES TO THE MERGER. LifeLock stockholders are advised that they may
obtain free copies of the proxy statement filed by LifeLock with the SEC
(when this document becomes available) on the SEC’s website at http://www.sec.gov.
In addition, free copies of the proxy statement may be obtained (when
this document becomes available) from LifeLock’s website at http://investor.LifeLock.com
or from LifeLock by written request to Investor Relations, 60 East Rio
Salado Parkway, Suite 400, Tempe, AZ 85281.
Additionally, LifeLock and Symantec will file other relevant materials
in connection with the proposed acquisition of LifeLock by Symantec
pursuant to the terms of an Agreement and Plan of Merger by and among,
Symantec, L1116 Merger Sub, Inc., a wholly owned subsidiary of Symantec,
and LifeLock Symantec, LifeLock and their respective directors,
executive officers and other members of their management and employees,
under SEC rules, may be deemed to be participants in the solicitation of
proxies of LifeLock stockholders in connection with the proposed merger.
Investors and security holders may obtain more detailed information
regarding the names, affiliations and interests of certain of Symantec’s
executive officers and directors in the solicitation by reading
Symantec’s most recent Annual Report on Form 10-K, which was filed with
the SEC on May 20, 2016 and the proxy statement and other relevant
materials filed with the SEC when they become available. Information
concerning the interests of LifeLock’s participants in the solicitation,
which may, in some cases, be different than those of LifeLock’s
stockholders generally, will be set forth in the proxy statement
relating to the merger when it becomes available.