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Darktrace was not merely set to be taken private—it was taken private on October 1, 2024. Thoma Bravo agreed the all-cash acquisition on April 26, 2024, offering $7.75 per share, equivalent to 620 pence at the announcement exchange rate. The transaction was valued at approximately $5.3 billion in headline coverage, while the formal announcement gave an implied enterprise value of about $4.992 billion.
Darktrace shares stopped being freely traded on the London Stock Exchange after the UK court-sanctioned scheme became effective. Darktrace continues as a private cybersecurity company; it did not cease operations.
The short version
- Buyer: Thoma Bravo-managed funds, through acquisition vehicle Luke Bidco Limited.
- Target: Darktrace plc, the UK cybersecurity company.
- Announcement: April 26, 2024.
- Consideration: $7.75 cash per Darktrace share, or 620 pence at the announcement exchange rate.
- Completion: October 1, 2024.
- Public-market result: Darktrace’s London listing was cancelled and shareholders received cash under the scheme, subject to its terms and eligibility provisions.
So the phrase “to be taken private” is now historical wording. The relevant question is how Darktrace develops under private ownership.
What Thoma Bravo agreed to buy
The April 26 announcement described a recommended, all-cash acquisition of all of Darktrace’s issued and to-be-issued ordinary shares. Luke Bidco Limited, indirectly owned by Thoma Bravo-managed funds, was the legal acquisition vehicle. “Thoma Bravo bought Darktrace” is reasonable shorthand, but the Bidco structure matters when describing the transaction precisely.
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The agreed price was $7.75 per share, presented as 620 pence using the exchange rate in the announcement. The offer represented:
| Reference price | Offer premium |
|---|---|
| Darktrace closing price on April 25, 2024: 517.0 pence | 20.0% |
| Three-month volume-weighted average price: 429.9 pence | 44.3% |
| Highest closing price in the previous 12 months: 518.6 pence | 19.6% |
| March 21, 2024 secondary placing price: 425.0 pence | 46.0% |
| April 2021 IPO price: 250 pence | 148.1% |
These are comparisons with different reference prices, not separate returns that can be added together. The terms and premium calculations were set out in the Thoma Bravo announcement and Darktrace’s recommended-offer announcement.
Why the headline value can look different
News reports generally rounded the transaction value to approximately $5.3 billion. The formal announcement also stated an implied enterprise value of approximately $4.992 billion. Those figures should not be treated as contradictory.
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Equity value is the value attributable to shares. Enterprise value typically adjusts equity value for items such as debt and cash, and transaction calculations can also reflect options, exchange rates and other instruments. Consequently, the $5.3 billion headline should not be described casually as $5.3 billion paid directly to ordinary shareholders.
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For the twelve months ended December 31, 2023, the transaction materials cited revenue of $616 million and adjusted EBITDA of $146 million. On that basis, the board’s analysis showed approximately 8.1 times enterprise value to revenue and 34.2 times enterprise value to adjusted EBITDA; Thoma Bravo rounded the latter to about 34 times. A multiple by itself does not establish whether a deal was cheap or expensive without comparable companies, growth rates and consistent profit definitions.
Why Darktrace’s board recommended the offer
Darktrace’s board said the cash offer provided certainty of value instead of continued exposure to public-market volatility. It also pointed to Thoma Bravo’s software-sector and US-market experience and the potential for further investment in cybersecurity artificial intelligence, product development, sales and international expansion.
The board said the price represented fair value for Darktrace at that stage of its development. This followed earlier unsolicited approaches that Darktrace had rejected because they did not, in the board’s view, fairly represent the company’s value. The final recommendation therefore followed negotiation rather than an immediate acceptance of the first proposal.
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1Repair Windows errors before they cause bigger problems2Fix the driver behind crashes, sound loss and screen glitches3Clear out junk files and repair common Windows errorsThoma Bravo obtained irrevocable undertakings covering approximately 14.4% of Darktrace’s issued ordinary share capital: about 3.1% from directors and senior employees and 11.3% from KKR DA and Summit Partners. Those commitments increased deal certainty but did not by themselves complete the takeover; shareholder and court procedures still applied.
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How the UK takeover completed
The transaction used a UK scheme of arrangement, rather than a simple exchange of shares in the market. The key milestones were:
- The scheme was sanctioned by the court on September 24, 2024.
- The scheme became effective on October 1, 2024, when the court order was delivered to the Registrar of Companies.
- Bidco then owned all of Darktrace’s issued share capital.
- The relevant shareholder record time was 6 p.m. on September 30, 2024. Settlement was scheduled as soon as practicable and no later than October 15, 2024.
- Darktrace shares were suspended and the process to cancel the London Stock Exchange listing began on October 1.
The scheme-effective announcement records these completion steps. Darktrace’s own completion announcement confirms that the acquisition formally closed.
What Darktrace does
At the time of the deal, Darktrace described itself as a cybersecurity-AI company whose self-learning technology builds a picture of an organisation’s normal activity and detects and responds to threats, including previously unknown threats. Those are company descriptions of its product proposition, not a guarantee that every threat will be detected or prevented.
Darktrace said the acquisition announcement covered approximately 9,400 customers. Thoma Bravo’s later portfolio description positions the business around the ActiveAI Security Platform across network, cloud and email security, and currently describes nearly 10,000 customers and more than 2,400 employees. Those latter figures are post-acquisition portfolio-company figures, not transaction-date statistics.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What “taken private” means for investors and operations
For former public shareholders
Eligible shareholders received cash under the scheme instead of retaining freely traded shares in a private Darktrace. After effectiveness and listing cancellation, there was no ordinary London market in which to buy or sell Darktrace shares. Currency elections, record-date rules and other scheme provisions could affect an individual holder’s settlement details.
For Darktrace as a business
Going private removes routine public-market trading and much of the continuous disclosure associated with a listed company. Thoma Bravo gains greater control over investment, acquisitions, strategy and the timing of any future exit. Private ownership can also provide flexibility to invest beyond the short-term expectations of public markets.
It does not automatically mean that Darktrace closed, that customers’ contracts changed, that prices rose, or that employees were laid off. The offer materials recorded intentions to support management, keep the company independent and headquartered in the UK, retain research and development capabilities in the UK and the Netherlands, and make no material restructuring or operational changes at that time. These were deal-time intentions, not permanent guarantees of staffing, pricing or product policy.
Customer consequences therefore depend on individual contracts and subsequent company decisions. The acquisition alone is not evidence of service reductions or data-policy changes.
What happened after completion
Thoma Bravo’s current portfolio page lists Ed Jennings as Darktrace’s CEO and describes later developments including a Google Cloud partnership and acquisitions involving Cado Security and Mira Security. Because these developments postdate the 2024 transaction, they should not be confused with the original offer terms. Leadership, headcount, customer totals and strategy can change, so current figures should be checked against the company’s latest disclosures.
For readers evaluating the company now, the central issue has shifted from “will the takeover close?” to “how is private ownership affecting Darktrace’s products, growth, customers, investment and eventual valuation?”
Bottom line
Thoma Bravo’s Darktrace deal was a completed take-private, not an ongoing bid. Announced on April 26, 2024 at $7.75 per share (620 pence), it became effective on October 1, 2024. The commonly reported approximately $5.3 billion value sits alongside a formal implied enterprise value of approximately $4.992 billion. Public shareholders received cash under the scheme, the London listing was cancelled, and Darktrace continued operating as a private cybersecurity company.
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