Affiliates of Fortress’ $43.9 Million Acquisition of Finjan Holdings, Inc.

Atlas Technology Group, LLC is acting as exclusive financial advisor to Finjan, and Perkins Coie LLP and GCA Law Partners LLP are serving as legal advisors to Finjan. Sidley Austin LLP is serving as legal advisor to Fortress.

Finjan Holdings, Inc. (NASDAQ: FNJN) announced that it has entered into a definitive agreement pursuant to which affiliates of Fortress Investment Group LLC would acquire all outstanding shares of Finjan common stock for $1.55 per share in cash, representing an aggregate equity value of approximately $43.9 million. Finjan, a recognized pioneer in the development of cybersecurity technologies, will maintain its brand and business model post-transaction, licensing and enforcing a substantial patent portfolio that has been consistently upheld by courts and patent offices.

Under the terms of the Merger Agreement, Fortress will commence a tender offer to purchase all the outstanding shares of Finjan’s common stock for $1.55 per share in cash. The closing of the tender offer is subject to customary conditions, including the tender of a majority of the outstanding shares of Finjan’s common stock. Following successful completion of the tender offer, Fortress will acquire all remaining shares not tendered in the offer through a merger at the same price as in the tender offer.

Founded in 1998, Fortress Investment Group LLC manages assets on behalf of over 1,750 institutional clients and private investors worldwide across a range of credit and real estate, private equity and permanent capital investment strategies.

Established in 1996, Finjan is a globally recognized pioneer in cybersecurity. Finjan’s inventions are embedded within a strong portfolio of patents focusing on software and hardware technologies used to proactively detect previously unknown and emerging threats on a real-time, behavior-based basis.

The Sidley Austin team was led by Asi Kirmayer (Picture) and included Chris Brause, Jennifer Coplan, Ed Ricchiuto, Andrew Dwyer, Nikita Ponomarev, Emily Hunter and Christian Molander-Barraza.

Involved fees earner: Christian Brause – Sidley Austin LLP; Jennifer Coplan – Sidley Austin LLP; Andrew Dwyer – Sidley Austin LLP; Emily Hunter – Sidley Austin LLP; Asi Kirmayer – Sidley Austin LLP; Christian Molander-Barraza – Sidley Austin LLP; Nikita Ponomarev – Sidley Austin LLP; Edward Ricchiuto – Sidley Austin LLP;

Law Firms: Sidley Austin LLP;

Clients: Fortress Investment Group;

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Author: Ambrogio Visconti