お知らせ • Feb 11
Athens Strategies Ltd acquired CyberArk Software Ltd. (NasdaqGS:CYBR) from FMR LLC and others.
Athens Strategies Ltd entered into a definitive agreement to acquire CyberArk Software Ltd. (NasdaqGS:CYBR) from FMR LLC and others for $25.2 billion on July 30, 2025. The consideration consists of common equity of Palo Alto Networks, Inc. at a ratio of 2.2005 per common equity of CyberArk Software Ltd. A cash consideration valued at $45 per share will be paid by Palo Alto Networks, Inc. Under the terms of the agreement, CyberArk shareholders will receive $45.00 in cash and 2.2005 shares of Palo Alto Networks common stock for each CyberArk share. This represents an equity value of approximately $25 billion for CyberArk and a 26% premium to the unaffected 10-day average of the daily VWAPs of CyberArk as of Friday, July 25, 2025. The Company will become a wholly owned Subsidiary of Parent and will continue as the surviving company in the Merger. PANW anticipates that the funds needed to complete the transactions contemplated by the merger agreement will be derived from available cash on hand.
CyberArk would be required to pay Athens Strategies a termination fee of $750 million in cash. Additionally, if the Merger Agreement is terminated under certain specified circumstances related to the failure to obtain required regulatory approvals, Athens Strategies would be required to pay CyberArk a termination fee of $1 billion in cash.
The transaction is expected to be immediately accretive to Palo Alto Networks revenue growth and gross margin. Palo Alto Networks also expects the transaction to be accretive to free cash flow per share in fiscal year 2028 following the first full year of realization of synergies.
The transaction has been unanimously approved by the Boards of Directors of both Palo Alto Networks and CyberArk, subject to the satisfaction of customary closing conditions, including the receipt of regulatory clearances, Nasdaq listing approval, registration statement effective, approval by CyberArk shareholders, as well as statutory waiting period approval. The expected completion of the transaction is during the second half of Palo Alto Networks’ fiscal 2026. As of September 24, 2025, the parties received early termination of the HSR Waiting Period. The closing of the Merger remains subject to the receipt of the remaining required regulatory clearances and approvals, the approval of the Merger Agreement and the Merger by CyberArk shareholders, and other customary closing conditions. On November 13, 2025, the shareholders of CyberArk Software Ltd. has approved the transaction. The transaction is still subject to the satisfaction of remaining customary closing conditions, including the receipt of regulatory approvals and is expected to close during the second half of fiscal year 2026. As of December 19, 2025, German Federal Cartel Office Approves Merger of Palo Alto Networks and CyberArk. As of February 4, 2026, the transaction is now expected to close during the third quarter of PANW’s fiscal 2026, subject to the satisfaction of customary closing conditions, including the receipt of regulatory clearances.
J.P. Morgan Securities LLC acted as financial advisor for Athens Strategies Ltd. Jacob A. Kling of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisor for Athens Strategies Ltd. Jonathan Gleklen and Axel Gutermuth of Arnold & Porter Kaye Scholer LLP acted as legal advisor for Athens Strategies Ltd. Qatalyst Partners, L.P. acted as financial advisor for CyberArk Software Ltd. Charles Ruck, Leah Sauter, Julia Thompson, Jonathan Drory, Joshua Kiernan, Josh Dubofsky, Benjamin Cohen, Reza Mojtabaee-Zamani, Polina Tulupova, David Della Rocca, Laura Szarmach, Ian Conner, Mandy Reeves, Joshua Holian, Tomas Nilsson, Jana Dammann de Chapto, Jocelyn Noll, Nicholas DeNovio, Les Carnegie, Andrew Galdes, Nathan Seltzer, Morgan Brubaker, Tony Kim, Clayton Northouse, Jennifer Howes, Dean Baxtresser, and Stephanie Teicher of Latham & Watkins LLP acted as legal advisor for CyberArk Software Ltd. Dan Shamgar of Meitar Liquornik Geva Leshem Tal & Co acted as legal advisor for CyberArk Software Ltd. Qatalyst Partners, L.P. acted as Fairness Opinion provider to CyberArk Software Ltd. Ben Sandler,Liron Hacohen, Shai Margalit, Ofir Levy, Ayal HaCohen, Ofir Paz, Avi Anouchi, Neta Goshen Brami, Eli Greenbaum, Miriam Friedmann, Yuval Shalheveth and Lihi Katzenelson of Arnon, Tadmor-Levy acted as legal advisors to CyberArk Software Ltd. Innisfree M&A Incorporated acted as information agent to CyberArk and will receive a customary fee of approximately $150,000, plus an additional success fee of $100,000 upon the closing of the merger, in connection with its solicitation services. Equiniti Trust Company, LLC acted as transfer agent to CyberArk. Computershare Trust Company, N.A. acted as depository and exchange agent to Palo Alto Networks.
Athens Strategies Ltd completed the acquisition of CyberArk Software Ltd. (NasdaqGS:CYBR) from FMR LLC and others on February 11, 2026. Palo Alto Networks announces its intent to pursue a secondary listing on the Tel Aviv Stock Exchange (TASE). The company plans to adopt the "CYBR" ticker on the TASE. Palo Alto Networks will continue to be listed and trade under the "PANW" ticker on the NASDAQ Global Select Market.