Investors in the FTSE 250 cybersecurity company will be offered 583p for each share, a 37% premium on the firms last close price.
Thoma, which was co-founded by Puerto Ricos first billionaire Orlando Bravo and oversees a portfolio worth around £5.6bn, is looking to buy Sophos to increase its exposure to the cybersecurity market and accelerate the firms growth and profitability.
The directors of Sophos are unanimously recommending that shareholders accept the offer, adding that as of 11 October they had received acceptances representing around 27.2% of the companys shares.
Peter Gyenes, chairman of Sophos, said the “compelling offer” would help support the long-term growth of the company and secure the delivery of “future value” for shareholders.
“Under Thoma Bravo's ownership we expect Sophos to accelerate its evolution and leadership in next-generation cybersecurity”, he said.
Thoma Bravos managing partner, Seth Boro, added that the purchase supported the funds strategy of “investing in and growing software and technology businesses globally”.
Assuming it receives the backing of enough investors, Sophos expects the acquisition to complete in the first quarter of 2020.
Analysts at Shore Capital said the offer price looked “fair and reasonable” and that it was likely to secure approval from shareholders.
Meanwhile, in a short trading update accompanying the offer announcement, Sophos said momentum in the business had “remained encouraging” during the first half of its current year and that it expected to report billings growth of 9% in the six months to the end of September as well as 12% growth in subscription billings.
The firm also said it would report a “modest year-on-year improvement” in its net renewal rate and business from new customers.
The group will report its interim results on 6 November.
In early trading on Monday, Sophos shares shot up 37% to 581p, just shy of the offer price and suggesting investors don't see much chance of a higher counter-offer.
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