DEFA14A: Jamf to Go Private in $2.2 Billion Francisco Partners Deal

Jamf Holding Corp. announced its definitive agreement to be acquired by Francisco Partners for $13.05 per share in an all-cash transaction valued at approximately $2.2 billion.

Summary

• Jamf Holding Corp. has entered into a definitive agreement to be acquired by Francisco Partners for $13.05 per share in an all-cash transaction.
• The total value of the acquisition is approximately $2.2 billion.
• The purchase price represents a premium of approximately 50% over Jamf's volume weighted average closing share price for the 90 days prior to September 11, 2025.
• Upon completion, Jamf will become a privately held company and a wholly owned subsidiary of Jawbreaker Parent, Inc., an affiliate of Francisco Partners.
• Jamf's common stock will no longer be listed on any public market.
• The transaction is unanimously approved by Jamf's Board of Directors and is expected to close in the first quarter of 2026, subject to customary closing conditions, including shareholder and regulatory approvals.
• Vista Equity Partners, Dean Hager, and John Strosahl, who collectively own approximately 35.3% of Jamf's outstanding shares, have agreed to vote their shares in favor of the transaction.
• Jamf has cancelled its previously announced Q3 2025 earnings conference call and will issue its financial results for the quarter ended September 30, 2025, via press release on November 10, 2025.
• Jamf expects to exceed the high end of its previously issued Q3 2025 guidance ranges for total revenue ($176.0 to $178.0 million) and non-GAAP operating income ($41.5 to $42.5 million).

Sentiment

Score: 8

Explanation: The acquisition at a significant premium (50%) provides substantial value to existing shareholders. The company's expectation to exceed Q3 guidance further reinforces a positive operational trajectory. The strategic move to private ownership is framed by management as beneficial for long-term growth and market leadership.

Positives

• Current shareholders will receive a significant premium of approximately 50% over the 90-day volume weighted average closing share price prior to September 11, 2025.
• The all-cash nature of the transaction provides certainty and liquidity for shareholders.
• Jamf expects to exceed the high end of its Q3 2025 guidance for both total revenue and non-GAAP operating income, indicating strong operational performance leading into the acquisition.
• Transitioning to a private company is expected to provide greater financial flexibility and strategic alignment to accelerate growth, expand through innovation and M&A, and strengthen market leadership.

Negatives

• Jamf's common stock will be delisted from public markets, removing investment opportunities for public shareholders.
• The cancellation of the Q3 2025 earnings conference call limits direct engagement with management regarding recent financial performance.

Risks

• Failure to obtain the required vote of Jamf's shareholders in connection with the Merger.
• The risk that the Merger may not be completed at all or that conditions to closing may not be satisfied or waived.
• The occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement, potentially requiring a party to pay a termination fee.
• The risk that governmental or regulatory approvals required for the Merger are not obtained or are obtained subject to unanticipated conditions.
• Potential litigation relating to, or other unexpected costs resulting from, the Merger.
• Risks that the Merger disrupts Jamf's current plans and operations.
• The risk that certain restrictions during the pendency of the Merger may impact Jamf's ability to pursue certain business opportunities or strategic transactions.
• Diversion of management's time on transaction-related issues.
• The risk that any announcements relating to the Merger could have adverse effects on the market price of Jamf's common stock, credit ratings, or operating results.
• The risk that the Merger and its announcement could have an adverse effect on Jamf's ability to retain and hire key personnel, retain customers, and maintain relationships with business partners, suppliers, and customers.

Future Outlook

Jamf expects to exceed the high end of its Q3 2025 guidance ranges. Management believes that transitioning to a private company will provide greater financial flexibility and strategic alignment, enabling accelerated growth, expansion through innovation and M&A, and strengthening its market leadership in managing and securing Apple at work.

Management Comments

• John Strosahl, Jamf CEO: "Since Jamf's founding more than 20 years ago, we have made significant strides in advancing our mission to help organizations succeed with Apple. We believe transitioning to a private company will provide greater financial flexibility and strategic alignment to accelerate growth, expand through innovation and M&A, and strengthen our market leadership."
• Brian Decker, Partner and Co-CIO, Francisco Partners: "We have long admired Jamf and its commitment to providing customers with best-in-class products that are absolutely beloved in the Apple community."
• Karl Shum, Partner, Francisco Partners: "We continue to see tremendous opportunity for Jamf given its enviable position in the market, and we look forward to working with the leadership team to support Jamf's next phase of growth and deliver an even broader suite of secure and effective products to its customers."
• Cherry Zou, Vice President, Francisco Partners: "We look forward to working with the leadership team to support Jamf's next phase of growth and deliver an even broader suite of secure and effective products to its customers."
• Michael Fosnaugh, Senior Managing Director and Co-Head of Vista Equity Partners Flagship Fund, and Chairman of Jamf's Board of Directors: "This milestone reflects the strength of the Jamf team and the distinctiveness of its platform. We're proud to have partnered with Jamf through a transformative period that has solidified its leadership within the Apple ecosystem."

Industry Context

This acquisition highlights the continued strong interest from private equity firms, such as Francisco Partners, in acquiring established enterprise software companies with strong market positions and recurring revenue streams. Jamf's focus on Apple device management and security positions it in a growing niche within the broader technology sector. The move to private ownership often allows companies to pursue long-term strategic initiatives, including innovation and M&A, without the short-term pressures of public market reporting, a common trend in mature tech sectors.

Corporate Governance

Legal Proceedings

• Potential litigation relating to, or other unexpected costs resulting from, the Merger are identified as a risk.

Stakeholder Impact

• Shareholders: Will receive $13.05 per share in cash, representing a significant premium, but will no longer hold shares in a publicly traded company.
• Employees: The merger and its announcement could have an adverse effect on the ability to retain and hire key personnel.
• Customers: The merger and its announcement could have an adverse effect on the ability to retain customers and maintain relationships.
• Suppliers/Business Partners: The merger and its announcement could have an adverse effect on the ability to maintain relationships.

Next Steps

• A meeting of Jamf shareholders will be announced to seek approval for the Merger.
• Jamf intends to file preliminary and definitive proxy statements with the SEC relating to the Merger.
• Receipt of required regulatory approvals for the transaction.
• Issuance of Q3 2025 financial results via press release on November 10, 2025.
• The transaction is expected to close in the first quarter of 2026.

Key Dates

Recommendation

The definitive agreement for an all-cash acquisition at $13.05 per share represents a substantial premium of approximately 50% over the 90-day volume-weighted average closing share price prior to September 11, 2025. This offers a clear and immediate upside for existing shareholders and presents a strong arbitrage opportunity for new investors if the market price has not yet fully converged to the offer price, making it a compelling investment based on the announced terms.

Keywords

Jamf, Francisco Partners, Acquisition, Merger, Private Equity, Apple Management, MDM, Enterprise Software, Technology Investment, JAMF stock, Take-private