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Tenable completed its acquisition of cloud security firm Ermetic on October 2, 2023. Tenable’s September 7 announcement put the cash portion at approximately $240 million, plus $25 million in restricted stock and restricted stock units (RSUs), subject to customary purchase price adjustments. Tenable’s SEC filing described the announced aggregate purchase price as approximately $265 million. A later accounting disclosure reported total consideration of $243.8 million using a different basis.
How much did Tenable pay for Ermetic?
The headline’s $240 million refers to the approximate cash portion announced by Tenable, not the entire announced package. The September 2023 announcement also included $25 million in restricted stock and RSUs. Tenable said it expected to fund the cash portion with existing cash. Its SEC filing characterized the aggregate announced purchase price as approximately $265 million, subject to customary purchase price adjustments. Tenable’s September 7, 2023 SEC filing says the agreement covered all outstanding Ermetic share capital.
Why does Tenable’s annual report show $243.8 million?
In its later fiscal 2023 annual report, Tenable recorded total consideration of $243.8 million: $243.3 million in cash net of $6.1 million of cash acquired, plus $0.5 million representing the fair value of replacement equity. This is a subsequent accounting disclosure, not the same measure as the initial announced cash-plus-equity package or its approximate aggregate price. The figures reflect different bases and should not be treated as a direct contradiction. See Tenable’s fiscal 2023 Form 10-K.
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Tenable announced a definitive agreement on September 7, 2023, and completed the acquisition on October 2, 2023. Under the share purchase agreement, Tenable, Inc.—a Delaware corporation and wholly owned subsidiary of Tenable Holdings—acquired all outstanding shares of Ermetic Ltd., an Israeli company. Ermetic became a wholly owned subsidiary of Tenable, Inc. The closing date was confirmed in Tenable’s October 2, 2023 SEC filing and closing announcement.
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Why did Tenable buy Ermetic?
The acquisition added cloud-native application protection platform (CNAPP) and cloud infrastructure entitlement management (CIEM) capabilities to Tenable’s security portfolio. In practical terms, CNAPP tools help organizations assess and manage risks across cloud infrastructure and workloads, while CIEM tools focus on permissions and access entitlements for identities in cloud environments.
Tenable said the combination would strengthen Tenable One and Tenable Cloud Security by connecting cloud and on-premises exposure information with identity context. The strategic aim was to help customers see risk across infrastructure and identities, prioritize the most consequential exposures, and remediate them. That product rationale is described in Tenable’s September 7, 2023 announcement; it is the company’s stated objective, not evidence by itself of particular customer outcomes.
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What financial impact did Tenable forecast at the time?
In September 2023, Tenable said Ermetic was not expected to materially contribute to revenue or calculated current billings in the fourth quarter of that year. It forecast a $4–6 million increase in non-GAAP operating expenses and a $14–16 million reduction in unlevered free cash flow for Q4 2023. Tenable said the latter included $10–12 million in acquisition-related costs and forgone interest income. These were company forecasts made at announcement, not current projections or actual reported results. The estimates appear in Tenable’s September 2023 release.
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