Fortress Affiliates Complete Their Acquisition of Finjan
July 24 2020 - 8:31AM
Finjan Holdings, Inc. (“Finjan”) (NASDAQ:FNJN) and affiliates of
Fortress Investment Group LLC (such affiliates, collectively
“Fortress”) today announced that Fortress has completed its
previously announced acquisition of Finjan.
Finjan, a recognized pioneer in the development
of cybersecurity technologies, will maintain its brand and business
model post-transaction, licensing a substantial patent portfolio
that has been consistently upheld by courts and patent offices.
The closing of the transaction follows the
successful completion of Fortress’s offer to purchase a majority of
Finjan’s outstanding shares of common stock for $1.55 per share in
an all-cash tender offer (the “Tender Offer”), which was made
pursuant to the terms of the definitive agreement for the
transaction (the “Merger Agreement”). The transaction was completed
through consummation of a merger pursuant to which, subject to
certain exceptions set forth in the Merger Agreement, each share of
common stock of Finjan was converted into the right to receive the
same price per share as shares validly tendered in the Tender
Offer, in accordance with Section 251(h) of the General Corporation
Law of the State of Delaware.
As a result of the Tender Offer and merger,
Finjan’s common stock will cease trading on the Nasdaq Capital
Market.
About Fortress Investment Group
LLC
Fortress Investment Group LLC is a leading,
highly diversified global investment manager with approximately
$41.7 billion of assets under management as of March 31, 2020.
Founded in 1998, Fortress manages assets on behalf of over 1,700
institutional clients and private investors worldwide across a
range of credit and real estate, private equity and permanent
capital investment strategies.
About Finjan Holdings, Inc.
Established in 1996, Finjan is a globally
recognized pioneer in cybersecurity. Finjan's inventions are
embedded within a strong portfolio of patents focusing on software
and hardware technologies used to proactively detect previously
unknown and emerging threats on a real-time, behavior-based basis.
After receiving initial funding from a broad group of investors,
including venture, private equity, and large software and
technology companies. Finjan has continued to grow through
investments in innovation, strategic acquisitions, and partnerships
promoting economic advancement and job creation.
Forward-Looking Statements
Statements about the effects of the transaction,
the future of Finjan’s business, and all other statements in this
news release, other than historical facts, constitute
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
When used in this news release, the words “expect,” “believe,”
“anticipate,” “goal,” “plan,” “intend,” “estimate,” “may,” “will”
or similar words are intended to identify forward-looking
statements. Readers are cautioned not to place undue reliance on
these forward-looking statements and any such forward-looking
statements are qualified in their entirety by reference to the
following cautionary statements. All forward-looking statements
speak only as of the date hereof, are based on current expectations
and involve a number of assumptions, known and unknown risks,
uncertainties and other factors that could cause the actual results
to differ materially from the information expressed or implied by
these forward-looking statements, including, but not limited to,
the following: (a) the risk that the transaction disrupts current
plans and operations; (b) difficulties or unanticipated expenses in
maintaining Finjan’s business post-closing; (c) the risk that the
acquisition does not perform as planned or realize expected
benefits; and (d) potential difficulties in employee retention
following the closing of the transaction. Actual results or
outcomes may differ materially from those implied by the
forward-looking statements as a result of the impact of a number of
factors, many of which are discussed in more detail in Finjan’s
periodic reports filed with the Securities and Exchange
Commission.
Finjan Contact:
Valter PintoKCSA Strategic Communications(650)
282-3245investors@finjan.com
Fortress Contact: Gordon Runté, Managing
Director (212) 798 6082 grunte@fortress.com
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