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Thoma Bravo’s Kneat Deal Closes Right on Schedule

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Thoma Bravo completed its acquisition of Kneat Solutions on Aug. 11, roughly ten weeks after the two sides signed a definitive agreement, according to the companies’ closing announcement. The all-cash deal valued Kneat at approximately C$650 million, with shareholders receiving C$6.50 per share.

The timeline moved in three steps. Thoma Bravo and Kneat announced the agreement on June 8. Kneat shareholders approved it at a special meeting on July 30. The deal closed 12 days later, and Kneat’s shares, which had traded on the Toronto Stock Exchange under the ticker KSI and over the counter as KSIOF, stopped trading and were delisted.

Kneat builds software that automates validation and quality processes for regulated industries, primarily life sciences companies that need to document compliance across manufacturing and clinical operations. Its Kneat Gx platform has added artificial intelligence features aimed at speeding up validation work while keeping the audit trail regulators expect. Chief Executive Eddie Ryan described the company’s arc from “an idea nearly 20 years ago into the world’s leading digital validation platform for life sciences companies.”

Thoma Bravo, which manages more than $172 billion in assets as of March 31, framed the purchase as a bet on Kneat’s position in that niche. Senior Vice President Chandler Gay pointed to “Kneat’s mission-critical technology, exceptional management team, and loyal enterprise customer base” as the basis for the firm’s confidence heading into the deal.

CIBC Capital Markets advised Kneat on the financial side, with ATB Cormark providing a fairness opinion, while Fogler Rubinoff LLP handled legal work and Dentons Canada LLP advised Kneat’s special committee. Thoma Bravo turned to Scotiabank for financial advice and split its legal work between Kirkland & Ellis LLP in the U.S. and Goodmans LLP in Canada. Joele Frank, Wilkinson Brimmer Katcher provided investor relations and media support for Kneat throughout the transaction, a role that continued from the June announcement through the August close.

That kind of extended mandate is typical for smaller public companies being acquired, where the target’s existing communications staff is thin and outside firms fill the gap for the full life of the deal rather than a single announcement. Joele Frank’s involvement bridged Kneat’s shareholder vote, its regulatory filings and the eventual delisting notice. That gave the firm a longer run on this transaction than it typically has on a straightforward earnings release. Kneat’s investor relations lead, Katie Keita, worked alongside Joele Frank on the shareholder-facing side of the process while the deal moved through its regulatory steps.

Joele Frank advises companies on mergers, acquisitions and the investor communications that come with them, according to its description of its own practice, which covers exactly the kind of multi-month, going-private process Kneat just completed. With the deal now closed and Kneat’s shares off the exchange, Joele Frank’s work on this particular assignment is largely finished, though the firm continues to serve as a contact for follow-up questions about the transaction’s terms.

The closing leaves Thoma Bravo with another life-sciences software asset inside a portfolio already built around regulated-industry technology, and it leaves Kneat’s roughly 20-year run as an independent public company at its end.

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