Previously-Announced Offer Price of $14.50 Per
Share in Cash
ACTIVE Network (NYSE: ACTV) (the “Company” or “ACTIVE”) and
Vista Equity Partners (“Vista”) today announced that Athlaction
Merger Sub, Inc. has commenced the previously-announced tender
offer for all of the outstanding shares of common stock of the
Company at a price of $14.50 per share, net to the seller in cash
without interest.
On September 30, 2013, the Company and Vista announced that the
Company and affiliates of Vista had entered into a definitive
merger agreement pursuant to which the tender offer would be made.
Athlaction Merger Sub, Inc. and its parent company, Athlaction
Holdings, LLC, are affiliated with Vista Equity Partners Fund III,
L.P. and Vista Equity Partners Fund IV, L.P. Pursuant to the merger
agreement, after completion of the tender offer and the
satisfaction or waiver of certain conditions, the Company will
merge with Athlaction Merger Sub, Inc., and all outstanding shares
of the Company’s common stock (other than shares held by Athlaction
Holdings, LLC, Athlaction Merger Sub, Inc., or the Company and
shares held by the Company’s stockholders who are entitled to and
properly demand and perfect appraisal of such shares pursuant to
the applicable provisions of Delaware law) will be automatically
cancelled and converted into the right to receive cash equal to the
$14.50 offer price per share, without interest. After careful
consideration, the board of directors of the Company unanimously
approved the merger agreement and the transactions contemplated
thereby. Accordingly, the board of directors has recommended that
the Company’s stockholders tender their shares in the tender
offer.
Athlaction Holdings, LLC and Athlaction Merger Sub, Inc. are
filing with the Securities and Exchange Commission (the
“SEC”) today a tender offer statement on Schedule TO,
including an offer to purchase and related letter of transmittal,
setting forth in detail the terms and conditions of the tender
offer. Additionally, the Company will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9
setting forth in detail, among other things, the recommendation of
the Company’s board of directors that the Company’s stockholders
tender their shares into the tender offer.
The completion of the tender offer is conditioned upon, among
other things, satisfaction of a minimum tender condition,
expiration or termination of any waiting period under the
Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, receipt
of funding under Vista’s financing agreements and other customary
closing conditions. The tender offer and withdrawal rights are
scheduled to expire at 12:00 midnight, New York City time, on
November 6, 2013 (one minute after 11:59 P.M., New York City Time,
on November 5, 2013), unless extended or earlier terminated in
accordance with the terms of the merger agreement. Upon the
completion of the transaction, ACTIVE will become a privately held
company.
About ACTIVE NETWORK
ACTIVE Network is the leading provider of Activity and
Participant Management™ solutions. ACTIVE’s technology platform
makes managing and operating all types of activities, events and
organizations smarter and more efficient. ACTIVE powers over 55,000
global customers and builds leading vertical technology
applications for the markets it serves. ACTIVE’s leading ACTIVE
Works cloud platform scales with its customers, large and small.
ACTIVE Network was founded in 1999, is headquartered in San Diego,
California, and has offices worldwide. For more information, please
visit: http://www.activenetwork.com or follow the Company
@ACTIVENetwork.
About Vista Equity Partners
Vista Equity Partners, a U.S. based private equity firm with
offices in San Francisco, Chicago and Austin, currently invests
over $7 billion in capital committed to dynamic, successful
technology-based organizations led by world-class management teams
with long-term perspective. Vista is a value-added investor,
contributing professional expertise and multi-level support towards
companies realizing their full potential. Vista’s investment
approach is anchored by a sizable long-term capital base,
experience in structuring technology-oriented transactions, and
proven management techniques that yield flexibility and opportunity
in private equity investing. For further information please visit
www.vistaequitypartners.com.
Notice to Investors
This press release is not an offer to purchase or a solicitation
of an offer to sell shares of ACTIVE’s common stock.
The solicitation and the offer to purchase shares of ACTIVE’s
common stock described in this press release will be made only
pursuant to the offer to purchase and related materials that Vista
has filed on Schedule TO with the SEC. In addition, ACTIVE has
filed its recommendation of the tender offer on Schedule 14D-9 with
the SEC. Additionally, ACTIVE and Vista will file other relevant
materials in connection with the proposed acquisition of ACTIVE by
Vista pursuant to the terms of the merger agreement. INVESTORS AND
STOCKHOLDERS OF ACTIVE ARE ADVISED TO READ THE SCHEDULE TO
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BEFORE
MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THESE
DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES THERETO.
Investors and stockholders may obtain free copies of the
Schedule TO and Schedule 14D-9, as each may be amended or
supplemented from time to time, and other documents filed by the
parties (when available), at the SEC’s web site at www.sec.gov or
by contacting the investor relations department of ACTIVE at 10182
Telesis Court, San Diego, California 92121, by telephone at (858)
964-3834 or by email at PR@activenetwork.com.
Cautionary Notice Regarding Forward-Looking
Statements
This press release contains forward-looking statements with
respect to the tender offer and related transactions, including the
benefits expected from the acquisition and the expected timing of
the completion of the transaction. When used in this press release,
the words “can,” “will,” “believes,” “intends,” “expects,” “is
expected,” similar expressions and any other statements that are
not historical facts are intended to identify those assertions as
forward-looking statements. Such statements are based on a number
of assumptions that could ultimately prove inaccurate, and are
subject to a number of risks, including uncertainties regarding the
timing and occurrence of the closing of the transaction,
uncertainties as to the number of ACTIVE stockholders who may
tender their stock in the tender offer, the possibility that
various closing conditions for the transaction may not be satisfied
or waived, and general economic and business conditions. ACTIVE
does not assume any obligation to update any forward-looking
statement, whether as a result of new information, future events or
otherwise, unless required by law. Factors that could cause actual
results of the tender offer to differ materially include the
following: the risk of failing to obtain any regulatory approvals
or satisfy conditions to the transaction, the risk that Vista is
unable to obtain adequate financing, the risk that the transaction
will not close or that closing will be delayed, the risk that
ACTIVE’s business will suffer due to uncertainty related to the
transaction, the competitive environment in ACTIVE’s industry and
competitive responses to the transaction. Further information on
factors that could affect ACTIVE’s financial results is provided in
documents filed by ACTIVE with the SEC, including ACTIVE’s most
recent filings on Form 10-Q and Form 10-K.
Investor:The Blueshirt GroupBrinlea Johnson,
212-331-8424Brinlea@BlueshirtGroup.comorThe Blueshirt GroupAllise
Furlani, 212-331-8433Allise@BlueshirtGroup.comorMedia:ACTIVE
NetworkKristin Carroll,
858-964-3834Kristin.Carroll@activenetwork.com
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