Acquisition to bring Google velocity and scale to Mandiant’s unparalleled intelligence and expertise – at a time when security has never been extra major

RESTON, Va., March 8, 2022 – Mandiant, Inc. (NASDAQ: MNDT) today announced that it has entered into a definitive settlement to be got by Google LLC for $23.00 per fragment in an all-cash transaction valued at roughly $5.4 billion, inclusive of Mandiant’s rep cash. The provide price represents a 57% top class to the undisturbed 10-day trailing quantity weighted reasonable price as of February 7, 2022, the closing fleshy trading day ahead of published market hypothesis referring to a probably sale of the Company. Upon the stop of the acquisition, Mandiant will join Google Cloud.

For the previous 18 years, Mandiant has delivered unparalleled frontline expertise and trade-main menace intelligence. Mandiant’s better than 600 consultants at the present acknowledge to thousands of security breaches per annum. Paired with analysis from better than 300 intelligence analysts, these ensuing insights are what energy Mandiant’s dynamic cyber protection alternatives – delivered via the managed multi-provider XDR platform, Mandiant Relieve.

Google Cloud has made security the cornerstone of its dedication to potentialities and users across the world – constructing cloud-native security into the foundation of its expertise to dam malware, phishing attempts and probably cyber attacks at scale. The Mandiant acquisition underscores Google Cloud’s dedication to advancing its security choices to better provide protection to and expose potentialities across their on-premise and cloud environments. 

The acquisition will complement Google Cloud’s reward strengths in security. Alongside side Mandiant, Google Cloud will bring an pause-to-pause security operations suite with even increased capabilities apart from advisory services serving to potentialities address serious security challenges and stop qualified at every stage of the safety lifecycle.

“Cyber security is a mission, and we imagine it’s one amongst the most attention-grabbing of our expertise. Google Cloud shares our mission-driven culture to bring security to every group,” stated Kevin Mandia, CEO, Mandiant. “Collectively, we are able to bring our expertise and intelligence at scale by strategy of the Mandiant Relieve SaaS platform, as portion of the Google Cloud security portfolio. These efforts will abet organizations to effectively, effectively and repeatedly put up and configure their advanced combine of security products.” 

“The Mandiant impress is synonymous with unmatched insights for organizations searching out out to lend a hand themselves acquire in a continuously altering atmosphere,” stated Thomas Kurian, CEO, Google Cloud. “Here is an opportunity to bring an pause-to-pause security operations suite and lengthen one amongst the most sensible consulting organizations within the world. Collectively we can form a profound impact in securing the cloud, accelerating the adoption of cloud computing, and never at as soon as form the world safer.”

The acquisition is enviornment to used closing prerequisites, in conjunction with the receipt of Mandiant stockholder and regulatory approvals, and is predicted to stop later this year. Goldman Sachs & Co. LLC is appearing as queer financial manual, and Wilson Sonsini Goodrich & Rosati P.C. is appearing as staunch manual to Mandiant. For extra info, take into memoir Google’s press liberate. 

About Google

Google’s mission is to prepare the world’s info and form it universally accessible and purposeful. By products and platforms admire Search, Maps, Gmail, Android, Google Play, Chrome and YouTube, Google plays a prime aim within the day by day lives of billions of of us and has change into one amongst the most on the total-known companies within the world. Google is a subsidiary of Alphabet Inc. 

About Google Cloud

Google Cloud quickens every group’s capacity to digitally transform its enterprise. We bring venture-grade alternatives that leverage Google’s cutting-edge expertise – all on the cleanest cloud within the trade. Customers in better than 200 international locations and territories flip to Google Cloud as their relied on accomplice to permit hiss and solve their most serious enterprise complications. 

About Mandiant, Inc.

Since 2004, Mandiant® has been a relied on accomplice to security-conscious organizations. Efficient security is in step with the most attention-grabbing aggregate of expertise, intelligence, and adaptive expertise, and the Mandiant Relieve SaaS platform scales decades of frontline expertise and trade-main menace intelligence to bring a vogue of dynamic cyber protection alternatives. Mandiant’s capacity helps organizations develop less complicated and atmosphere qualified cyber security applications and instills self perception of their readiness to defend against and acknowledge to cyber threats.

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Additional Knowledge and The put to Secure It

Mandiant, Inc. (“Mandiant”), its directors and sure executive officers are contributors within the solicitation of proxies from stockholders in connection with the pending acquisition of Mandiant (the “Transaction”). Mandiant plans to file a proxy assertion (the “Transaction Proxy Statement”) with the Securities and Replace Fee (the “SEC”) in connection with the solicitation of proxies to approve the Transaction.

Enrique T. Salem, Kevin R. Mandia, Kimberly Alexy, Sara C. Andrews, Ronald E.F. Codd, Arthur W. Coviello, Jr., Adrian McDermott, Viral Patel, and Robert E. Switz, all of whom are participants of Mandiant’s Board of Directors, and Frank E. Verdecanna, who’s Mandiant’s Govt Vice President and Chief Monetary Officer, are contributors in Mandiant’s solicitation. Rather than Mr. Mandia, none of such contributors owns in extra of 1.0% of Mandiant’s sleek stock. Mr. Mandia will be deemed to have roughly 1.5% of Mandiant’s sleek stock. Additional data referring to such contributors, in conjunction with their screech or indirect pursuits, by security holdings or otherwise, will be incorporated within the Transaction Proxy Statement and varied related documents to be filed with the SEC in connection with the Transaction. Knowledge referring to the foregoing can additionally be divulge in Mandiant’s definitive proxy assertion for its 2021 Annual Meeting of Stockholders (the “2021 Proxy Statement”), which was as soon as filed with the SEC on April 27, 2021. To the extent that holdings of Mandiant’s securities have changed since the amounts printed within the 2021 Proxy Statement, such changes have been or will be mirrored on Statements of Trade in Possession on Construct 4 filed with the SEC.

Promptly after filing the definitive Transaction Proxy Statement with the SEC, Mandiant will mail the definitive Transaction Proxy Statement and a WHITE proxy card to every stockholder entitled to vote at the actual assembly to have in tips the Transaction. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT MANDIANT WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders might maybe well well perhaps form, for free, the preliminary and definitive versions of the Transaction Proxy Statement, any amendments or supplements thereto, and any varied related documents filed by Mandiant with the SEC in connection with the Transaction at the SEC’s web role (http://www.sec.gov). Copies of Mandiant’s definitive Transaction Proxy Statement, any amendments or supplements thereto, and any varied related documents filed by Mandiant with the SEC in connection with the Transaction will additionally be on hand, for free, at Mandiant’s investor household web role (https://investors.mandiant.com) or by contacting Mandiant’s Investor Family at investor.household@mandiant.com.

Forward-Attempting Statements 

This dialog comprises forward-having a take into memoir statements that possess risks and uncertainties, in conjunction with statements referring to: the Transaction, in conjunction with the expected timing of the closing of the Transaction; issues taken into memoir by Mandiant’s Board of Directors in approving the Transaction; and expectations for Mandiant following the closing of the Transaction. If any of those risks or uncertainties materialize, or if any of Mandiant’s assumptions point out inaccurate, Mandiant’s right results might maybe well well perhaps fluctuate materially from the results expressed or implied by these forward-having a take into memoir statements. Additional risks and uncertainties include those related with: the possibility that the must haves to the closing of the Transaction are no longer happy, in conjunction with the possibility that required approvals from Mandiant’s stockholders for the Transaction or required regulatory approvals to consummate the Transaction are no longer got; probably litigation referring to the Transaction; uncertainties as to the timing of the consummation of the Transaction; the capacity of every birthday party to consummate the Transaction; that you’d imagine disruption related to the Transaction to Mandiant’s contemporary plans and operations, in conjunction with via the loss of potentialities and employees; and varied risks and uncertainties detailed within the periodic stories that Mandiant info with the SEC, in conjunction with Mandiant’s Annual Document on Construct 10-Good enough filed with the SEC on March 1, 2022, and Quarterly Reviews on Construct 10-Q filed with the SEC on April 30, 2021, August 9, 2021, and November 9, 2021, every of that is potentially got on the investor household portion of Mandiant’s web role (https:// investors.mandiant.com). All forward-having a take into memoir statements in this dialog are in step with info on hand to Mandiant as of the date of this dialog, and Mandiant doesn’t recall any duty to update the forward-having a take into memoir statements equipped to ponder events that happen or circumstances that exist after the date on which they were made, besides as required by guidelines.

© 2022 Mandiant, Inc. All rights reserved. Mandiant is a registered trademark of Mandiant, Inc. within the United States and varied international locations. All varied producers, products, or carrier names are or will be trademarks or carrier marks of their respective home owners. 

Contacts

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