Thoma Bravo agrees to acquire digital forensics firm Magnet Forensics for over $1B

Thoma Bravo, the private equity and growth capital firm, today announced that it would spend $1.8 billion CAD (~$1.34 billion) to acquire Magnet Forensics, a Waterloo-based company making software used by defense forces and businesses to investigate cybersecurity threats.

Magnet Forensics will be purchased by a newly created corporation controlled by Thoma Bravo, Morpheus Purchaser Inc., which will pay Magnet Forensics shareholders a 15% premium over Thursday’s closing price on the Toronto Stock Exchange. Post-buy, Morpheus will be merged with mobile device forensics outfit Grayshift, which Thoma Bravo acquired majority control of last July.

The transaction is expected to close by Q2 2023, subject to shareholder and other customary approvals.

“We look forward to bringing together the complementary capabilities of Magnet and Grayshift to create a leader in the digital forensics and cyber security space,” Thoma Bravo partner Hudson Smith said in a press release. “Digital evidence is an increasingly critical aspect of investigations and the combined company will be well-positioned to further market expansion, accelerate innovation and provide even greater solutions to its customers.”

Launched in 2010, Magnet Forensics develops digital investigation software that acquires, analyzes, reports on and manages evidence from computers, mobile devices, Internet of Things devices and cloud services. The company was founded by Jad Saliba, a Waterloo regional police constable who worked in the police force’s high-tech crimes unit. After incubating Magnet Forensics’ software at the unit, Saliba decided to strike out on his own and sell the tech for a licensing fee, partnering with Jim Balsillie and Adam Belsher, then BlackBerry executives.

Before going public, Magnet Forensics attracted an investment from In-Q-Tel, the nonprofit venture arm of the U.S. intelligence community. The company claims that its software is used by more than 4,000 public and private sector customers — e.g. police forces, intelligence agencies, tax officials, border guards and militaries — in over 100 countries, helping investigators protect assets and guard national security.

Business was booming prior to the acquisition (granted, Thoma Bravo first submitted a proposal early last October). During its Q3 2022 earnings call, Magnet Forensics reported that annual recurring revenue increased 50% year-over-year to reach $80.9 million while EBITDA — earnings before interest, taxes, depreciation and amortization — climbed 25% to $5.9 million.

Magnet benefited from the expanding market for digital forensics, which is expected to grow from $5.8 billion in 2022 to $10.9 billion in 2028, according to a recent Imarc report.

Adam Belsher, who serves as Grayshift’s CEO, says that the combination of Grayshift’s mobile access and extraction capabilities and Magnet’s digital investigation suite will position the merged firms strongly — allowing customers to better extract, process, examine, collaborate on and manage digital forensic evidence.

“We believe the combination of Magnet and Grayshift will unlock tremendous value for our customers by further integrating and expanding our product suite which will result in more seamless workflows in the recovery and analysis of critical digital evidence to investigations and ultimately contribute to our shared mission of the pursuit of justice,” Belsher said in a statement. “We look forward to partnering with Thoma Bravo and Grayshift to build upon our digital investigation suite to further innovate and continue to serve a growing number of organizations and use cases.”

For Thoma Bravo, which now has an estimated more than $114 billion in assets under management, Magnet Forensics is the latest in a series of high-profile software venture purchases. In 2022, the firm spent billions of dollars buying cybersecurity startups Ping Identity, Sailpoint, ForgeRock, Bottomline Technologies and Coupa Software.