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Google-Mandiant Deal Closer After DOJ Ends Antitrust Inquiry

Jay Fitzgerald

Mandiant says in a regulatory filing that regulators have granted ‘early termination’ of the waiting period for transaction to proceed. The deal is expected to close by the end of 2022.

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The historic Google-Mandiant merger is now one step closer to reality.

In a new filing with the U.S. Securities and Exchange Commission, Mandiant, which Google is seeking to acquire for $5.4 billion in order to boost its cloud security posture, said the Department of Justice has effectively ended its antitrust inquiry with no objections to letting the deal proceed.

“On July 15, 2022, the DOJ granted early termination of the waiting period under the HSR Act with respect to the Merger,” Mandiant’s filing states, referring to the Hart-Scott-Rodino Antitrust Improvements Act.

“The early termination of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Merger.”

Mandiant’s filing concluded: “Mandiant and Google continue to expect the closing of the Merger to occur by the end of 2022.”

Google and Mandiant, which is considered an incident and response superstar within the cybersecurity world, have consistently expressed confidence their deal would receive all necessary regulatory approvals, with the deal closing later this year.

But some observers became a bit alarmed in May when the feds requested more information from the companies, indicating regulators were conducting a more than perfunctory antitrust review of the proposed transaction, as reported at the time by The Register.

But the DOJ’s action appears to put antitrust concerns – and a possible blowup of the merger -- to rest.

Mandiant and Google representatives could not be reached for comment.

According to the National Law Review, the Federal Trade Commission and DOJ are authorized under the HSR Act to terminate a mandatory waiting period early “after determining that no additional information is necessary and that the transaction does not pose significant competitive concerns.”

In this case, it means the big Google-Mandiant cybersecurity deal can go through as planned.

The March announcement that Google planned to buy Mandiant was the talk of the tech world this past winter, in part because many believed Microsoft was perhaps first in line to buy Mandiant.

Microsoft did eye a takeover of Mandiant, but later bowed out of talks after concluding a merger with Mandiant wouldn’t make a good fit, according to published reports.

Google ultimately agreed to pay $23 a share for Mandiant, a 57 percent premium to Mandiant’s weighted multi-day share price before takeover speculation took hold this past winter.

Google has made clear it wants Mandiant to, among other things, boost its cloud security.

“The Mandiant brand is synonymous with unmatched insights for organizations seeking to keep themselves secure in a constantly changing environment,” Google Cloud CEO Thomas Kurian said in a statement after the megerg announcement was made in March.

“Together we can make a profound impact in securing the cloud, accelerating the adoption of cloud computing, and ultimately make the world safer.”

 

Jay Fitzgerald

Jay Fitzgerald is a senior editor covering cybersecurity for CRN. Jay previously freelanced for the Boston Globe, Boston Business Journal, Boston magazine, Banker & Tradesman, MassterList.com, Harvard Business School’s Working Knowledge, the National Bureau of Economic Research and other entities. He can be reached at jfitzgerald@thechannelcompany.com.

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