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ZeroFox was taken private by Haveli Investments on May 13, 2024. The all-cash merger valued the company at approximately $350 million in enterprise value and entitled eligible ZeroFox common-stock holders to receive $1.14 per share. ZeroFox’s common stock, traded under ZFOX, and its public warrants, traded under ZFOXW, ceased trading and were delisted from Nasdaq.
That means “ZeroFox to be taken private” is now historical wording—not a description of a pending deal.
ZeroFox deal at a glance
| Item | Details |
|---|---|
| Buyer | Haveli Investments and affiliated acquisition entities |
| Announcement | February 6, 2024 |
| Stated transaction value | Approximately $350 million in enterprise value |
| Common-stock consideration | $1.14 in cash per eligible share |
| Premium | 45% over ZeroFox’s 90-day volume-weighted average price through February 2, 2024 |
| Shareholder approval | April 30, 2024 |
| Closing date | May 13, 2024 |
| Public-market result | ZFOX and ZFOXW ceased trading and were delisted from Nasdaq |
The transaction was announced in ZeroFox’s SEC-filed announcement and documented in the company’s merger-agreement Form 8-K.
What exactly did Haveli acquire?
The transaction was structured as a merger. HI Optimus Merger Sub, an entity affiliated with Haveli’s software funds, merged with and into ZeroFox. ZeroFox survived the merger as a wholly owned subsidiary of Haveli-affiliated parent entities.
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The consideration was entirely cash, and the deal was not subject to a financing condition. ZeroFox said its special committee of independent directors unanimously approved and recommended the transaction, and the full board also unanimously approved it.
Why the $350 million figure needs context
The approximately $350 million figure was described as the transaction’s enterprise value. It should not automatically be treated as the amount paid directly to common shareholders or as the equity purchase price.
Enterprise value can reflect a company’s broader capital structure, including debt, cash and other claims. The amount payable to eligible common-stock holders was instead determined using the contractual price of $1.14 per share. The announcement did not mean that Haveli simply paid $350 million for every outstanding common share.
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What did ZeroFox shareholders receive?
Eligible holders of ZeroFox common stock were entitled to receive $1.14 in cash per share, without interest and subject to applicable withholding taxes. Shares held by Haveli, the merger subsidiaries, ZeroFox or certain subsidiaries were excluded under the merger agreement.
Former shareholders generally did not retain publicly traded stock in ZeroFox after closing. However, properly perfected appraisal rights could create a different outcome. Under Delaware law and the proxy materials, a shareholder seeking appraisal had to follow strict procedures, including making a timely demand, not voting in favor of the merger and continuously holding the shares through the merger’s effective time. The relevant requirements are detailed in ZeroFox’s definitive proxy statement.
How shareholders voted
ZeroFox stockholders approved the merger at a special meeting on April 30, 2024. A total of 91,115,905 shares were present or represented by proxy, equal to approximately 73% of the outstanding voting shares.
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- For: 90,367,604 votes
- Against: 412,923 votes
- Abstentions: 335,378 votes
The company reported the results in its April 30 Form 8-K.
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When did the transaction close?
ZeroFox confirmed that required regulatory approvals had been received by May 3, 2024. Nasdaq identified May 10, 2024 as the last trading date for ZFOX and ZFOXW. The merger then closed on May 13, 2024.
After closing, ZeroFox requested that Nasdaq delist its common stock and public warrants and deregister them under Section 12(b) of the Securities Exchange Act. Trading was halted before the market opened on May 13, and Nasdaq’s suspension date was listed as May 14. The completion announcement and related filings are available through the company’s SEC-filed closing announcement and completion Form 8-K.
What happened to ZFOXW warrants?
ZeroFox warrants did not necessarily receive the same treatment as common stock. Under the merger agreement and warrant provisions, the warrants ceased to represent ordinary rights to purchase publicly traded ZeroFox common stock after the merger.
Instead, they represented rights connected to the $1.14 merger consideration under the applicable warrant agreement. A holder who properly exercised within 30 days after public disclosure of the closing could receive an adjusted exercise price calculated under that agreement. Nasdaq described the adjustment as the $1.14 merger consideration less the applicable Black-Scholes value.
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Why did ZeroFox go private?
ZeroFox and Haveli said private ownership would provide strategic support, guidance and capital to help the company expand its global footprint, develop its cybersecurity platform, invest in new-market channels and accelerate innovation and customer protection.
Those were statements of the company and buyer’s strategic rationale, not independently verified evidence of results. Going private removed ZeroFox from the public markets; it did not represent an announcement that the cybersecurity business was shutting down.
How large was the premium?
ZeroFox stated that the $1.14 per-share price represented a 45% premium to its 90-day volume-weighted average share price through February 2, 2024. That is a specific comparison against a 90-day VWAP. It should not be described as a 45% premium to the stock’s closing price immediately before the announcement unless a separate calculation supports that claim.
Who advised the parties?
ZeroFox’s advisers were Piper Sandler as lead financial adviser, Stifel as additional financial adviser and Venable as legal adviser. Haveli’s advisers included BTIG and Evercore as financial advisers, BTIG as a structuring adviser on debt financing and Ropes & Gray as legal adviser, according to ZeroFox’s investor-facing announcement.
What risks existed before closing?
Before the merger closed, the proxy materials identified risks such as failure to satisfy closing conditions, regulatory delays or rejection, failure to obtain shareholder approval, termination of the merger agreement, a possible termination fee, transaction-related litigation, management distraction, employee-retention issues, customer-relationship risks and unexpected expenses.
Those were transaction risks considered before May 13, 2024. They are not unresolved conditions preventing the acquisition from closing.
Quick Recap
ZeroFox take-private timeline
- February 6, 2024: ZeroFox announced the agreement with Haveli.
- April 30, 2024: Shareholders approved the merger.
- May 3, 2024: Required regulatory approvals were confirmed.
- May 10, 2024: Nasdaq-listed last trading date for ZFOX and ZFOXW.
- May 13, 2024: The merger closed and ZeroFox became privately held.
- May 14, 2024: Nasdaq suspension date listed in the corporate-actions notice.
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