Proofpoint, Inc.

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Ademi LLP is investigating Proofpoint (NYSE: PFPT) for possible breaches of fiduciary duty and other violations of law in its transaction with Thoma Bravo.

Ademi LLP alleges Proofpoint’s financial outlook is excellent and yet Proofpoint shareholders will receive only $176.00 per share in cash. The merger agreement unreasonably limits competing bids for Proofpoint by prohibiting solicitation of further bids, and imposing a termination penalty if Proofpoint accepts a superior bid. Proofpoint insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of Proofpoint’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Proofpoint.