Gigamon Inc., a provider of traffic visibility solutions, and Elliott Management, a multi-strategy private investment firm, announced that they have entered into a definitive agreement under which Elliott will acquire Gigamon for $38.50 per share in cash, for a total value of approximately $1.6 billion. Upon completion of the transaction, Gigamon will become a privately held company. Elliott's investment is being led by its private equity affiliate, Evergreen Coast Capital.

Under the terms of the agreement, Gigamon shareholders will receive $38.50 in cash for each share of Gigamon common stock held. The purchase price represents a premium of approximately 21% to the Company's unaffected closing price on April 28, 2017, the day following the Company's release of its first quarter 2017 financial results and the date on which Elliot became required to file a Schedule 13D with respect to its ownership interest in Gigamon. The agreement was unanimously approved by the Gigamon Board of Directors.

The transaction is expected to close in the first quarter of 2018, subject to customary closing conditions, including regulatory approvals and the affirmative vote of a majority of the votes cast by the holders of outstanding shares of Gigamon stock, which will be sought at a special meeting of shareholders to be scheduled.

Elliott Management and its affiliates currently hold a 7.0% equity voting stake in the Company and have agreed to vote their shares in favor of the transaction.

Goldman Sachs & Co. LLC is acting as financial advisor to Gigamon and Wilson Sonsini Goodrich & Rosati, Professional Corporation, is acting as legal advisor. Jefferies Finance LLC is providing financing for Elliott. Jefferies LLC is acting as financial advisor to Elliott and Gibson, Dunn & Crutcher is acting as legal advisor.  Bank of America Merrill Lynch is acting as structuring agent and Macquarie Capital LLC is acting as financial advisor to Evergreen.

"We are pleased to announce this transaction, which delivers immediate cash value to our shareholders upon closing at a premium to our unaffected stock price," said Paul Hooper, Chief Executive Officer of Gigamon. "The Gigamon Board, with the assistance of independent financial and legal advisors, conducted a thorough review of options to enhance shareholder value and unanimously concluded that entering into this agreement with Elliott represents the best way to maximize value. We remain committed to our mission-critical role and to the success of our customers, employees and partners. Elliott and Evergreen have deep technology experience and share our long-term vision for next-generation traffic visibility across on-premises, cloud and hybrid infrastructure."

"As the leading provider of visibility solutions that enable enterprises to guard against network and data breaches, Gigamon has a strong track record of innovation and delivering customer value that makes it a compelling investment," said Jesse Cohn, Partner at Elliott. "In partnership with Evergreen Coast Capital, our private equity affiliate, this is a landmark transaction in our long history of investing in leading enterprise technology businesses. We look forward to working with the management team and employees of Gigamon to build on the Company's leadership and extend its global relationships with customers and partners."

"This transaction represents a unique opportunity to invest in the industry-leading visibility solution in a product category that is critical to enterprise security," said Isaac Kim, Managing Director of Evergreen. "Working alongside our team of operating executives, we look forward to supporting the Company to drive long-term growth through continued product development, investment in the Company's large community of channel partners and exploring acquisitions to further bolster innovation."