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Pending CFIUS Filing: Elastic N.V. and Endgame Inc.

Status:  Pending

Acquirer:             Elastic N.V. (The Netherlands)

Acquired:             Endgame, Inc. (US)

Value:                    Approx. US$234 Million

Industry:              Software; Cybersecurity

On June 5, 2019, Elastic N.V., a Dutch public company, Endgame, Inc., a U.S. company, Avengers Acquisition Corp., a wholly owned subsidiary of Elastic, entered into an Agreement and Plan of Reorganization pursuant to which Avengers Acquisition Corp. will merge with and into Endgame, with Endgame surviving as a wholly owned subsidiary of Elastic. (Elastic N.V. Form S-4, Aug. 2, 2019, SEC Filing.)  “Elastic N.V., a Dutch public company with limited liability (naamloze vennootschap), is a search company. . . . Elastic’s products enable [] users and customers to instantly find relevant information and insights in large amounts of data.  Elastic offers the Elastic Stack (previously known as the ELK Stack), a powerful set of software products that ingest and store data from any source, and in any format, and perform search, analysis, and visualization in milliseconds or less.”  (Id.)  “Endgame is a security company that offers an endpoint protection platform designed to empower security operators of varied skill levels to prevent, detect, and respond to advanced cyberattacks.”  (Id.)  The merger will “combine[] powerful search technology with a powerful endpoint security product.” (Id.)  “The Merger is subject to review, and if applicable, investigation by the Committee on Foreign Investment in the United States (“CFIUS”). The Merger is also subject to clearance by CFIUS without unresolved national security concerns with respect to the transactions contemplated by the Merger. . . . Elastic and Endgame have filed a joint voluntary notice to CFIUS seeking clearance of the Merger and the other transactions contemplated in connection with the Merger.” (Id.

© Copyright 2020 Squire Patton Boggs (US) LLPNational Law Review, Volume IX, Number 215


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