**SecureWorks (NASDAQ:SCWX) Enters into Merger Agreement with Sophos Inc. – Plans for Delisting and Deregistration**

SecureWorks Corp., a leading cybersecurity company, announced on October 21, 2024, that it has entered into an Agreement and Plan of Merger with Sophos Inc., a Massachusetts corporation, and Project Green Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Sophos Inc. The merger will see Merger Sub merging with SecureWorks Corp., which will continue as the surviving corporation and become a wholly owned subsidiary of Sophos Inc. The Buyer Parties, comprising affiliates of investment funds managed by Thoma Bravo, L.P., are involved in this transaction.

The board of directors of SecureWorks Corp. has unanimously approved the Merger Agreement and the transactions outlined, including the Merger, deeming them advisable, fair, and in the best interests of the company’s stockholders. Following the merger, SecureWorks Corp. intends to delist its Class A Common Stock from the Nasdaq Global Select Market and deregister its Class A Common Stock under the Securities Exchange Act of 1934 promptly after the Effective Time.

At the Effective Time of the Merger, each outstanding share of Class A and Class B common stock will be converted into the right to receive a cash payment of $8.50 per share. Additionally, the agreement outlines the treatment of Company Equity Awards, including stock options, restricted shares, RSUs, and PSU awards.

A written consent approving the Merger Agreement was provided by Dell Technologies Inc., which holds approximately 97.4% of the combined voting power of SecureWorks Corp., solidifying the necessary approvals of stockholders for the merger.

The consummation of the Merger is subject to various conditions such as the expiration of waiting periods, regulatory approvals, and the absence of any adverse effects on SecureWorks Corp. since the Merger Agreement’s date. The agreement also entails non-solicitation provisions, termination rights, and financing commitments from the Buyer Parties.

In connection with the Merger Agreement, SecureWorks Corp. signed a support agreement with Dell, Parent, and Merger Sub, encompassing transition services, employee services, subcontractor agreements, and intellectual property matters.

The communication also includes cautionary statements regarding forward-looking statements, emphasizing risks and uncertainties associated with the Merger, legislative developments, and economic factors that could impact the closing and effects of the transaction.

Stockholders are advised to review the forthcoming information statement on Schedule 14C, containing detailed information about the Merger. Copies of relevant documents filed with the Securities and Exchange Commission can be obtained from the SEC’s website or SecureWorks Corp.’s website.

This merger marks a significant development for SecureWorks Corp., reflecting strategic decisions to advance its corporate structure and operations.

*(Note: The content is based on a Form 8-K SEC Filing by SecureWorks (NASDAQ:SCWX) on October 21, 2024)*.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read SecureWorks’s 8K filing here.

About SecureWorks

SecureWorks Corp., through its subsidiaries, provides technology-driven information security solutions for protecting its customers in the United States and internationally. The company's solutions include software-as-a-service solutions; managed security services; and professional services, including incident response and penetration testing services.