Thoma Bravo's buyout of Entrust backed by third proxy advisory firm

By Lisa Kerner

Charlotte, N.C., July 22 - RiskMetrics Group/ISS recommends that Entrust, Inc. shareholders vote in favor of the company's amended merger agreement with an affiliate of Thoma Bravo, LLC at the special meeting on July 28, Entrust announced on Wednesday.

Under the agreement, a Thoma Bravo affiliate will acquire all of the outstanding shares of Entrust common stock for $2.00 per share in cash.

Thoma Bravo originally offered $1.85 per share for Entrust in April, said Entrust.

According to Entrust, Glass, Lewis & Co. and Proxy Governance, Inc. also recommended that Entrust stockholders vote for the Thoma Bravo deal.

Empire Capital, Entrust's largest stockholder, entered into a voting agreement with Thoma Bravo in April to vote its 11.2 million shares, or 18% of the company's outstanding shares, in favor of the proposed transaction.

It was previously reported that Entrust shareholder Arnhold and S. Bleichroeder Advisers, LLC said it would vote its 2 million eligible shares against the merger.

Entrust's software and associated services let businesses and governments conduct transactions over wired and wireless networks, including the internet. The company is located in Addison, Texas.

Thoma Bravo is a private equity investment firm with offices in Chicago and San Francisco.

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