Blue Coat Systems has entered into a definitive agreement to be acquired by an investor group led by San Francisco-based private equity investment firm Thoma Bravo, in a transaction valued at approximately $1.3 billion.  The Blue Coat Board of Directors has approved the agreement and resolved to recommend that the shareholders of Blue Coat adopt this agreement. Blue Coat will continue to operate with its focus on Web security and WAN optimization.

The investor group is led by Thoma Bravo and includes the Ontario Teachers’ Pension Plan (Teachers’) through its private investor department, Teachers’ Private Capital.

Under the terms of the agreement, Blue Coat shareholders will receive $25.81 in cash for each share of Blue Coat common stock they hold, representing a premium of approximately 48 per cent over Blue Coat’s closing price on December 8, 2011 and a premium of approximately 62 per cent over the 60-day trailing average for the period ended December 8, 2011.

The transaction is subject to customary closing conditions, including requisite regulatory approvals and approval of Blue Coat shareholders. Blue Coat expects the transaction to close in the first calendar quarter of 2012.

Goldman Sachs is serving as financial advisor to Blue Coat. Thoma Bravo has received financing commitments from Jefferies Finance.