A group of firms including Wachtell Lipton Rosen & Katz, Latham & Watkins and Arnold & Porter have been called in to advise on US cybersecurity giant Palo Alto Networks’ $25bn acquisition of Israeli cybersecurity peer CyberArk Software.
Wachtell is acting as legal counsel for Palo Alto Networks, with Arnold & Porter acting as regulatory counsel. Latham & Watkins is advising CyberArk alongside Meitar Law Offices.
Under the terms of the agreement, CyberArk shareholders will receive $45 in cash and 2.2005 shares of Palo Alto Networks common stock for each CyberArk share, valuing the deal at around $25bn, making it one of the largest tech transactions so far this year. The deal is expected to close in the second half of Palo Alto Networks’ 2026 fiscal year, subject to regulatory and shareholder approvals.
Wachtell’s team is led by corporate partners Edward Herlihy and Jacob Kling, with support from executive compensation and benefits partner Erica Aho, IP counsel Justin Orr, finance partner Gregory Pessin, tax partner T. Eiko Stange and antitrust partner Christina Ma.
Arnold & Porter’s team is led by partner Jonathan Gleklen in the US and Axel Gutermuth in Europe.
Latham’s team is led by corporate partners Charles Ruck and Leah Sauter, with additional advice provided by Washington DC partner Julia Thompson and counsel Jonathan Drory on public company matters; New York partner Benjamin Cohen on capital markets matters; Washington DC partner David Della Rocca and counsel Laura Szarmach on employee benefits and executive compensation matters; Washington DC partners Ian Conner and Mandy Reeves and Bay Area partner Joshua Holian on US antitrust matters; and Brussels partner Tomas Nilsson and Hamburg partner Jana Dammann de Chapto on non-US antitrust matters.
Other partners on the deal included Jocelyn Noll and Nicholas DeNovio (tax); Les Carnegie and Andrew Galdes (trade controls); Nathan Seltzer (anti-corruption); Morgan Brubaker (IP); Tony Kim and Clayton Northouse (data privacy); Dean Baxtresser (government contracts); and Stephanie Teicher (finance).
The deal will give Palo Alto Networks a foothold in the identity security market, amid growing concerns about digital identify theft and AI-powered deep fakes.
Nikesh Arora, chairman and CEO of Palo Alto Networks, said: “Our market entry strategy has always been to enter categories at their inflection point, and we believe that moment for identity security is now.”
He added: “Today, the rise of AI and the explosion of machine identities have made it clear that the future of security must be built on the vision that every identity requires the right level of privilege controls, not the ‘IAM fallacy’. CyberArk is the definitive leader in identity security with durable, foundational technology that is essential for securing the AI era.”
The deal follows Google parent Alphabet’s $32bn acquisition of Israeli-American cloud security business Wizz in March.
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