Press release

Elastic Announces Intent to Acquire Endgame

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Elastic N.V. (NYSE: ESTC), the company behind Elasticsearch and the
Elastic Stack, today announced that it has entered into a definitive
agreement to acquire Endgame, Inc. (“Endgame”) a security company
focused on endpoint prevention, detection, and response. Under the terms
of the agreement, which has been approved by the boards of directors of
both companies, Elastic will acquire Endgame for a total purchase price
of $234 million, subject to customary adjustments. The purchase price
will be paid through the issuance of Elastic stock, the assumption of
outstanding equity awards and the repayment of outstanding indebtedness,
which currently amounts to $14 million.

The proposed acquisition will further advance Elastic’s ability to offer
a comprehensive security solution focused on endpoint security and
integrated with Elastic’s existing SIEM efforts. Endgame is used by
enterprises and government agencies for endpoint prevention, detection,
and response (EPP + EDR). In combination with Elastic’s SIEM efforts,
Endgame’s EDR and EPP capabilities will help organizations extend threat
hunting to the endpoint.

For more detail on the proposed acquisition, refer to this blog: www.elastic.co/blog/endgame-joins-forces-with-elastic

Timing and Approvals

The acquisition is expected to close during Elastic’s fiscal third
quarter, subject to the satisfaction of regulatory approvals and other
customary closing conditions. Pursuant to Dutch law, closing of this
transaction is subject to a shareholder vote. A shareholders meeting of
Elastic shareholders will be convened to approve this transaction.

Quotes:

Shay Banon, CEO and Founder of Elastic: “It’s been a humbling
experience to get to know the Endgame team. We are very aligned on a
go-to-market strategy and building solutions that combine our search
technology with Endgame’s endpoint product to give users the best
possible threat hunting, SIEM and endpoint experience. We are excited
for the opportunity to join forces with Endgame and welcome the Endgame
team to Elastic and our community.”

Nate Fick, CEO of Endgame: “We’ve built an Endpoint security
platform that simplifies security so that all organizations can prevent,
detect, and respond to attacks. It’s been wonderful to see the impact
our product is having on the organizations using it, from successfully
stopping targeted attacks, reducing time to detect attacks, and cutting
operational costs. By joining forces with Elastic, we will be able to
take our endpoint platform to another level, integrate with their SIEM
efforts, and give users everywhere in the world a complete security
solution.”

Jamie Butler, CTO of Endgame: “In information security, nothing
is more critical to comprehensive protection than access to rich,
actionable data in real-time. The combined force of Elastic’s powerful
search technology and Endgame’s award-winning endpoint security offering
gives customers unparalleled insight into their data for maximum
protection. Both organizations share a commitment to openness,
transparency, and user enablement, making this an exciting opportunity
for both our employees and for the joint user community. We believe the
combination of our solutions will change how the world thinks about
data, analytics, and security.”

Read
the blog

About Endgame

Endgame makes endpoint protection as simple as anti-virus. Leveraging
advanced machine learning technology, Endgame enables security operators
of any skill level to deliver full-force protection, stopping everything
from ransomware, to phishing, and targeted attacks. Endgame is the only
endpoint security platform to offer a unique hybrid architecture that
delivers both cloud administration and data localization that meets
industry, regulatory, and global compliance requirements. The US
military as well as some of the world’s largest commercial organizations
rely on Endgame to protect their people, technology and mission,
globally.

About Elastic

Elastic is a search company. As the creators of the Elastic Stack
(Elasticsearch, Kibana, Beats, and Logstash), Elastic builds
self-managed and SaaS offerings that make data usable in real time and
at scale for use cases like application search, site search, enterprise
search, logging, APM, metrics, security, business analytics, and many
more.

Elastic and associated marks are trademarks or registered trademarks of
Elastic N.V. and its subsidiaries. All other company and product names
may be trademarks of their respective owners.

Additional Information and Where to Find It

Elastic N.V. (“Elastic”) plans to file with the Securities and Exchange
Commission (the “SEC”), and the parties plan to furnish to the security
holders of Endgame, Inc. (“Endgame”) and Elastic, a Registration
Statement on Form S-4, which will constitute a prospectus of Elastic and
will include a proxy statement of Elastic in connection with the
proposed merger of Avenger Acquisition Corp., a Delaware corporation and
a direct wholly-owned subsidiary of Elastic (“Merger Sub”) with and into
Endgame (the “Merger”), whereupon the separate corporate existence of
Merger Sub shall cease and Endgame shall continue as the surviving
corporation of the Merger as a direct wholly-owned subsidiary of
Elastic. The prospectus/proxy statement described above will contain
important information about Elastic, Endgame, the proposed Merger and
related matters. Investors and security holders are urged to read the
prospectus/proxy statement carefully when it becomes available.
Investors and security holders will be able to obtain free copies of
these documents and other documents filed with the SEC by Elastic
through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain free
copies of these documents from Elastic by contacting Elastic’s Investor
Relations by telephone at +1 (650) 695-1055 or by e-mail at ir@elastic.co,
or by going to Elastic’s Investor Relations page at ir.elastic.co and
clicking on the link titled “SEC Filings” under the heading
“Financials.” These documents may also be obtained, without charge, by
contacting Endgame’s COO and General Counsel by telephone at +1 (703)
650-1264 or by e-mail at dsaelinger@endgame.com.

The respective directors and executive officers of Endgame and Elastic
may be deemed to be participants in the solicitation of proxies from the
security holders of Elastic in connection with the proposed Merger.
Information regarding the interests of these directors and executive
officers in the transaction described herein will be included in the
prospectus/proxy statement described above. Additional information
regarding Elastic’s directors and executive officers is included in
Elastic’s proxy statement for its Extraordinary General Meeting of
Shareholders, which was filed with the SEC on March 28, 2019. This
document is available from Elastic free of charge as described in the
preceding paragraph.

Forward-Looking Statements

This press release contains forward-looking statements which include but
are not limited to: Elastic’s ability to offer a comprehensive security
solution focused on endpoint security and integrated with Elastic’s
existing security efforts; Endgame’s EDR and EPP capabilities, in
combination with Elastic’s security efforts, will help organizations
extend threat hunting to the endpoint; the benefit to Elastic customers
of deploying Endgame’s product; the benefit to Endgame customers of
deploying the Elastic Stack; our ability to successfully integrate our
products, technologies and businesses; the ability to use Elastic search
technology in combination with Endpoint data; our ability to
successfully align our product roadmaps and go-to-market strategy;
customer acceptance of our combined product lines and the value
proposition of our combination; the future conduct and growth of our
business and the markets in which we operate; our ability to obtain
necessary regulatory approvals to close the Merger; our ability to
obtain shareholder approval for the Merger; and the expected timing of
the proposed Merger. These forward-looking statements are subject to the
safe harbor provisions under the Private Securities Litigation Reform
Act of 1995. Our expectations and beliefs regarding these matters may
not materialize. Actual outcomes and results may differ materially from
those contemplated by these forward-looking statements as a result of
uncertainties, risks, and changes in circumstances, including but not
limited to risks and uncertainties related to: the ability of the
parties to consummate the proposed Merger, satisfaction of closing
conditions precedent to the consummation of the proposed Merger,
potential delays in consummating the Merger, and the ability of Elastic
to timely and successfully achieve the anticipated benefits of the
Merger. Additional risks and uncertainties that could cause actual
outcomes and results to differ materially from those contemplated by the
forward-looking statements are included under the caption “Risk Factors”
and elsewhere in our most recent filings with the SEC, including our
Quarterly Report on Form 10-Q for the fiscal quarter ended January 31,
2019 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K
filed with the SEC. SEC filings are available on the Investor Relations
section of Elastic’s website at ir.elastic.co and the SEC’s website at www.sec.gov.
Elastic assumes no obligation to, and does not currently intend to,
update any such forward-looking statements after the date of this
release, except as required by law.