v3.25.2
Subsequent Events
6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
One Big Beautiful Bill Act

On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act. Included in this legislation are provisions that allow for the immediate expensing of domestic United States research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S. taxation of profits derived from foreign operations. The Company continues to evaluate the impact the new legislation will have on the Company’s consolidated financial statements. However, as the assessment is ongoing, the Company is not able to quantify the impact on the consolidated financial statements at this time.
Merger

On July 3, 2025, the Company entered into the Merger Agreement with Parent and Merger Sub, providing for the Company’s acquisition by the private equity investment firm Thoma Bravo.

As a result of the Merger, each share of the Company’s common stock outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) shares held in the treasury of the Company or owned by Parent or Merger Sub immediately prior to the Effective Time and (ii) shares of common stock owned by stockholders of the Company who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”)) will, at the Effective Time, automatically be converted into the right to receive $10.25 in cash, subject to applicable withholding taxes.

Completion of the Merger is subject to certain closing conditions, including (1) the adoption of the Merger Agreement by the stockholders, (2) the expiration or early termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the Merger under other applicable antitrust and foreign investment approvals, (3) the absence of laws restraining, enjoining or otherwise prohibiting the consummation of the Merger, (4) the accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Merger Agreement, (5) performance or compliance in all material respects with the other party’s obligations under the Merger Agreement, and (6) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred and continuing since the date of the Merger Agreement. The parties expect the transaction to close by the end of 2025.

The Company must comply with customary non-solicitation restrictions. Subject to certain customary “fiduciary out” exceptions, the Board of Directors is required to recommend that the Company’s stockholders adopt the Merger Agreement.

If the Merger Agreement is terminated in certain other circumstances, including by the Company in order to enter into a superior proposal or by Parent because the Board of Directors withdraws its recommendation in favor of the Merger, the Company would be required to pay Parent a termination fee of $73,725,000 in cash.