The Technology team advised Signal Sciences on its definitive agreement to be acquired by Fastly, Inc. (NYSE: FSLY) for approximately $775 million in cash and stock. The acquisition will expand Fastly’s robust security portfolio at a time when security at the edge has never been more critical. Signal Sciences' strong, developer-first web application and API protection solutions will bolster Fastly's existing security offerings to bring customers a unified edge security solution. 

Signal Sciences is the fastest growing web application security company in the world. Its patented architecture provides organizations working in a modern development environment with comprehensive and scalable threat protection and security visibility. Fastly is a provider of an edge cloud platform, which enables customers to create great digital experiences quickly, securely, and reliably by processing, serving, and securing our customers’ applications as close to their end-users as possible — at the edge of the Internet. 

Under the terms of the definitive agreement, Fastly will acquire Signal Sciences for $200 million in cash and approximately $575 million worth of Class A Common Stock, subject to customary adjustments for transactions of this nature. The per share portion of the stock consideration will be based, subject to a two-way price collar, on the volume-weighted average price of a share of Class A Common Stock over the ten (10) consecutive trading day period ended on and including the third trading day immediately prior to the date of the Closing. Fastly will also establish a retention pool of $50 million worth of restricted stock units to be granted to Signal Sciences employees. 

The Goodwin team was led by partner Craig Schmitz and associates Natalie Martirossian, Abbey Cummings, Mike McAdam, Sona Karakashian, and included partners Paul Jin, Andy Barton, Kelsey Lemaster, Jacob Osborn, Kevin Lam and Mark Opper, counsel Ai Tajima, and associates Ben Horwitz, Garret Gaughan, and Andre Amorim. Partners Ilan Nissan, James Matarese, Michael Patrone and John Servidio, and associate Isaac Vinyarsh, advised Lead Edge Capital, an investor in Signal Sciences, in the transaction. 

Goodwin has advised Signal Sciences as outside counsel on numerous deals, including the company’s Series C financing completed in 2019.

For more details, read the press release.