Forescout Technologies, Inc. v. Ferrari Group Holdings, LP, et al.

Analysis Group was retained by Quinn Emanuel Urquhart & Sullivan and Ropes & Gray on behalf of Advent International, a private equity firm, in an action before the Delaware Chancery Court concerning a merger dispute with the cybersecurity firm Forescout Technologies. Advent’s subsidiaries entered into an agreement to acquire Forescout for $1.9 billion in cash. Following the announcement of Forescout’s financial results for Q1 2020, its first quarter following the COVID-19 pandemic, Advent informed Forescout that it did not intend to proceed with completing the merger because, among other reasons, Advent believed Forescout’s poor first quarter performance constituted a material adverse effect under the merger agreement. Forescout filed suit to force Advent’s subsidiaries to consummate the merger, asserting that the COVID-19 pandemic had not resulted in a material adverse effect and that the merger agreement remained binding.

An Analysis Group team led by Managing Principal Gaurav Jetley, Principal Xinyu Ji, and Vice Presidents Carletta Wong and Sumon Mazumdar supported Analysis Group academic affiliate R. Glenn Hubbard, who filed an expert report and two rebuttal reports, and testified at deposition. Professor Hubbard opined on Forescout’s financial performance and standalone value compared to its peers.

The parties settled the matter before trial. Under the revised terms, the parties agreed to lower the acquisition price to $1.43 billion.