Google could pay Wiz $3.2 billion if acquisition falls through

Google’s landmark $32 billion acquisition of Israeli cybersecurity firm Wiz is set to face a lengthy regulatory review, with the deal expected to close only in 2026. However, if the deal is ultimately canceled, Wiz could receive a massive payout from Google.

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The two companies have not yet announced how much Google will pay Wiz if the deal is canceled for any reason, but Calcalist estimates that in similar cases, the cancellation fee was about 10% of the deal, or about $3.2 billion. This substantial break fee underscores the risks Google is willing to take in securing Wiz as a cornerstone of its cloud security strategy.

Wiz co-founder Assaf Rappaport and President and COO Dali Rajic.

Regulatory hurdles could delay or block the deal

While Google’s acquisition of Wiz marks the largest deal in Israeli tech history, it also places the transaction under intense regulatory scrutiny. Antitrust authorities in the U.S., Europe, and other key markets will examine whether Google’s purchase of one of the fastest-growing cloud security companies creates anti-competitive conditions, particularly in a sector where Google is competing directly with Microsoft and Amazon.

Given the increasing global scrutiny on big tech acquisitions, including the U.S. government’s heightened focus on preventing market monopolization, there is a real possibility that regulators could impose conditions or even block the deal entirely.

For Wiz, the potential $3.2 billion payout in case of a failed acquisition would serve as a significant financial cushion. The company, founded in 2020, has already raised $1.9 billion from investors and reported annual revenue of approximately $500 million as of last year. If the deal collapses, Wiz would not only retain its independence but also gain a multibillion-dollar boost to its balance sheet, which could fuel further expansion or another strategic move, such as an IPO.

If Calcalist’s estimate proves correct, this would mark one of the largest break fees ever recorded in the technology sector, and certainly the biggest in Israeli tech history. It reflects both the high stakes involved in the deal and Google’s determination to secure Wiz, even in a market increasingly wary of consolidation.