On Wednesday, July 15, 2020, Forescout Technologies, a leader in device visibility and control, and Advent International, one of the largest and most experienced global private equity investors, announced that the companies agreed to amend the terms of their previously announced transaction. The Forescout board of directors unanimously approved a revised definitive agreement under which Advent will commence a tender offer to acquire all outstanding shares of Forescout common stock for $29.00 per share, a 16 percent premium to Tuesday’s stock price. Advent has partnered with Crosspoint Capital Partners, a private equity investment firm focused on cybersecurity and privacy industries, as an advisor on this transaction. Wilson Sonsini Goodrich & Rosati is representing Forescout in the transaction, which is expected to close in the third quarter of 2020.

Concurrent with executing the amended merger agreement, Forescout and Advent reached a settlement agreement, as a result of which pending litigation in the Delaware Court of Chancery was dismissed. Wilson Sonsini represented Forescout in the litigation.

The initial deal, announced in February 2020, was put on hold in May when Advent cited uncertainty resulting from the coronavirus pandemic. Forescout then launched a lawsuit against Advent in the Court of Chancery, alleging that Advent had violated the terms of their agreement by failing to close and challenging Advent’s assertion that a "material adverse effect" had occurred. A trial in the lawsuit was scheduled to begin July 20, where Forescout sought an order requiring Advent to close the transaction.

Wilson Sonsini’s involvement in both the litigation matter and the merger transaction highlights the firm’s longstanding relationship with Forescout, which included representing the company in its 2017 initial public offering.

The Wilson Sonsini litigation team that represented Forescout in the lawsuit was led by Lori Will, Ignacio Salceda, Steven Guggenheim, and William Chandler III. The Wilson Sonsini corporate team that is representing Forescout in the transaction includes partners Steve Bochner, Ryan Greecher, Doug Schnell, Amy Simmerman, and Lisa Stimmell.

For more information, please see Forescout's press release on the amended merger.