SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(AMENDMENT NO. 3)
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934
Ancestry.com
Inc.
(Name of the Issuer)
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Ancestry.com Inc.
Global Generations International Inc.
Global Generations Merger Sub
Inc.
Anvilux 1 S.àr.l
Anvilux 2 S.àr.l
Permira IV Continuing L.P.1
Permira IV Continuing L.P.2
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P4 Co-Investment L.P.
Permira Holdings Limited
Permira IV Managers L.P.
Permira IV Managers Limited
Permira Investments Limited
Permira IV G.P. L.P.
Permira IV GP Limited
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Spectrum Equity Investors V, L.P.
Spectrum V Investment Managers Fund, L.P.
Spectrum Equity Investors III, L.P.
SEI III Entrepreneurs Fund,
L.P.
Spectrum III Investment Managers Fund, L.P.
Mr. Timothy Sullivan
Mr. Howard Hochhauser
Purefoy, LLC
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(Names of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
032803 108
(CUSIP Number of Class of Securities)
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Ancestry.com Inc.
360 West 4800 North
Provo, Utah 84604
Facsimile: (801) 705-7010
Attn: William C. Stern
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Spectrum Equity Investors
333 Middlefield Road, Suite 200
Menlo Park, California
94025
Facsimile: (415) 464-4601
Attn: Victor Parker
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c/o Permira Advisers L.L.C.
64 Willow Place, Suite 101
Menlo Park, California 94025
Facsimile: (650) 853-0180
Attn: Brian Ruder
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(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices
and Communications on Behalf of the Persons Filing
Statement)
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With copies to
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Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Facsimile: (212) 403-2000
Attn: Andrew Nussbaum, Esq.
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Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Facsimile: (212) 446-6460
Attn: Jeffrey Symons, Esq.
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Fried, Frank, Harris, Shriver & Jacobson, LLP
One New York Plaza
New York, New York 10004
Facsimile: (212) 859-4000
Attn: Robert Schwenkel, Esq.
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This statement is filed in connection with (check the appropriate box):
a.
x
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b.
¨
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The filing of a registration statement under the Securities Act of 1933.
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Check the following box if
the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
x
Check the following box if the filing is a final amendment reporting the results of the transaction:
¨
Calculation of Filing Fee
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Transaction valuation*
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$1,554,391,459
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Amount of filing fee
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$212,019.00
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*
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Set forth the amount on which the filing fee is calculated and state how it was determined.
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*
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:
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In accordance with Exchange Act Rule 0-11(c), the filing fee of $212,019.00 was determined by multiplying 0.0001364 by the aggregate
merger consideration of $1,554,391,459. The aggregate merger consideration was calculated by multiplying the 43,237,883 outstanding shares of common stock and the 1,917,846 outstanding restricted stock units to be acquired pursuant to the merger by
the per share merger consideration of $32.00, and adding the foregoing sum to (i) $330,000 (the amount of stock-based compensation that may be issued prior to the closing of the merger) and (ii) the product obtained by multiplying
5,162,240, representing the number of outstanding employee stock options, by $21.13, representing the per share merger consideration of $32.00 less the $10.87 weighted average exercise price of the outstanding employee stock options.
x
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Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or Schedule, and the date of its filing.
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Amount Previously Paid:
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$212,019.00
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Filing Party:
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Ancestry.com Inc.
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Form or Registration No.:
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Schedule 14A
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Date Filed:
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October 30, 2012
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Introduction
This Amendment No. 3 to Rule 13E-3 Transaction Statement (Transaction Statement) is being filed with the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of
the Securities Exchange Act of 1934, as amended (the Exchange Act), by (i) Ancestry.com Inc., a Delaware corporation (the Company), (ii) Global Generations International, Inc., a Delaware corporation (Parent),
(iii) Global Generations Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), (iv) Anvilux 1 S.àr.l, a
société à responsabilité limitée
organized
and existing under the laws of Grand Duchy of Luxembourg, (v) Anvilux 2 S.àr.l, a
société à responsabilité limitée
organized and existing under the laws of Grand Duchy of Luxembourg, (vi) Permira IV
Continuing L.P.1, a limited partnership registered in Guernsey, (vii) Permira IV Continuing L.P.2, a limited partnership registered in Guernsey, (viii) Permira Investments Limited, a limited company incorporated in Guernsey, acting through its
nominee Permira Nominees Limited, (ix) P4 Co-Investment L.P., a limited partnership registered in Guernsey, (x) Permira Holdings Limited, a limited company incorporated in Guernsey, (xi) Permira IV Managers L.P., a limited partnership registered in
Guernsey, (xii) Permira IV Managers Limited, a limited company incorporated in Guernsey, (xiii) Permira IV G.P. L.P., a limited partnership registered in Guernsey, (xiv) Permira IV GP Limited, a limited company incorporated in Guernsey, (xv)
Spectrum Equity Investors V, L.P., a Delaware limited partnership, (xvi) Spectrum V Investment Managers Fund, L.P., a Delaware limited partnership, (xvii) Spectrum Equity Investors III, L.P., a Delaware limited partnership, (xviii) SEI III
Entrepreneurs Fund, L.P., a Delaware limited partnership, (xix) Spectrum III Investment Managers Fund, L.P., a Delaware limited partnership, (xx) Mr. Timothy Sullivan, (xxi) Mr. Howard Hochhauser and (xxii) Purefoy, LLC (collectively,
the Filing Persons).
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of
October 21, 2012 (as it may be amended from time to time, the Merger Agreement) by and among the Company, Parent and Merger Sub. If the conditions to the closing of the merger are either satisfied or waived, Merger Sub will be
merged with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence under Delaware law as the surviving corporation in the merger. Upon completion of the merger, each
share of the Companys common stock, par value $.001 per share (Common Stock) other than shares owned by the Company, Parent and Merger Sub, and holders who have properly demanded and not withdrawn a demand for appraisal rights,
will be converted into the right to receive $32.00 per share in cash, without interest and less any required withholding taxes. Following the completion of the merger, the Common Stock will no longer be publicly traded, and holders of the Common
Stock that has been converted will cease to have any ownership interest in the Company.
Concurrently with the filing of this
Transaction Statement, the Company is filing with the SEC a definitive proxy statement (the Proxy Statement) under Regulation 14A of the Exchange Act, pursuant to which the Companys board of directors is soliciting proxies from
stockholders of the Company in connection with the merger. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference. As of the date
hereof, the Proxy Statement is in preliminary form, and is subject to completion or amendment.
Pursuant to General
Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes, exhibits and appendices thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their
entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included
in response to the items of Schedule 13E-3.
All information contained in, or incorporated by reference into, this Transaction
Statement concerning each Filing Person was supplied by such Filing Person.
Item 1. Summary Term Sheet
Regulation M-A Item 1001
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special
Meeting and the Merger
2
Item 2. Subject Company Information
Regulation M-A Item 1002
(a)
Name and address
. The
Companys name, and the address and telephone number of its principal executive offices are as follows:
Ancestry.com Inc.
360 West 4800 North
Provo, Utah 84604
(801) 705-7000
(b)
Securities
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Questions and Answers About the Special Meeting and the Merger
The Special MeetingRecord Date and Quorum
The Special MeetingRequired Vote
Important Information
Regarding Ancestry.comSecurity Ownership of Certain Beneficial Owners and Management
(c)
Trading market and
price
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Important Information Regarding Ancestry.comMarket Price of the Companys Common Stock
(d)
Dividends
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Important Information Regarding Ancestry.comMarket Price of the Companys Common Stock
(e)
Prior public offerings
. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
Important Information Regarding Ancestry.comPrior Public Offerings
(f)
Prior stock purchases
. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
Important Information Regarding Ancestry.comTransactions in Common Stock
Item 3. Identity and Background of Filing Person
Regulation M-A Item 1003
(a) - (c) The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
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Important Information Regarding Ancestry.com
The Parties to the Merger
Important Information Regarding Parent, Merger Sub, the Permira Filing Persons, Spectrum and the Rollover Investors
Item 4. Terms of the Transaction
Regulation M-A Item 1004
(a)
Material terms
.
(1) Not applicable.
(2)(i) The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
(2)(ii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
Special FactorsCertain Effects of the Merger
The Merger AgreementEffect of the Merger on the Common Stock
The Merger AgreementTreatment of Company Stock Options and Company RSU Awards
The Merger AgreementPayment for the Common Stock in the Merger
(2)(iii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsPurposes and Reasons for, and Plans for the Company after, the Merger
Special FactorsPurposes and Reasons of the Merger for the Permira Filing Persons, Parent, Merger Sub, Spectrum and the Rollover Investors
(2)(iv) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Questions and Answers About the Special Meeting and the Merger
The Special MeetingRequired Vote
The Merger AgreementConditions to the Merger
4
(2)(v) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Summary Term Sheet
Special FactorsCertain Effects of the Merger
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
(2)(vi) The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Special FactorsAnticipated Accounting Treatment of the Merger
(2)(vii) The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Special FactorsMaterial U.S. Federal Income Tax Consequences of the Merger
(c)
Different terms
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Special FactorsCertain Effects of the Merger
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
The Merger AgreementEffect of the Merger on the Common Stock
(d)
Appraisal rights
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Rights of Appraisal
Annex CSection 262 of the Delaware General Corporation Law
(e)
Provisions for unaffiliated security holders
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Provisions for Unaffiliated Stockholders
(f)
Eligibility for
listing or trading
. Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
Regulation M-A Item 1005
(a)(1) - (2)
Transactions
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsInterests of The Companys Directors and Executive Officers in the Merger
Agreements Involving Common Stock
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(b) - (c)
Significant corporate events; Negotiations or contacts
. The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special
FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of
Directors; Fairness of the Merger
Special FactorsPosition of the Permira Filing Persons, Parent and Merger
Sub as to Fairness of the Merger
Special FactorsSpectrums Position as to Fairness of the Merger
Special FactorsPosition of the Rollover Investors as to Fairness of the Merger
Special FactorsPurposes and Reasons for, and Plans for the Company after, the Merger
Special FactorsPurposes and Reasons of the Merger for the Permira Filing Persons, Parent, Merger Sub, Spectrum and the
Rollover Investors
Special FactorsInterests of the Companys Directors and Executive Officers in the
Merger
The Merger Agreement
(e)
Agreements involving the subject companys securities
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsCertain Effects of the Merger
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
The Special MeetingRequired Vote
The Merger
Agreement
Agreements Involving Common Stock
Item 6. Purposes of the Transaction, and Plans or Proposals.
Regulation M-A
Item 1006
(b)
Use of securities acquired
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
Special FactorsCertain Effects of the Merger
The Merger AgreementEffect of the Merger on the Common Stock
The Merger AgreementTreatment of Company Stock Options and Company RSU Awards
(c)(1) - (8)
Plan
s
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Questions and Answers About the Special Meeting and the Merger
Special FactorsBackground of the Merger
6
Special FactorsReasons for the Merger; Recommendation of the Board of Directors;
Fairness of the Merger
Special FactorsPosition of the Permira Filing Persons, Parent and Merger Sub as to
Fairness of the Merger
Special FactorsSpectrums Position as to Fairness of the Merger
Special FactorsPosition of the Rollover Investors as to Fairness of the Merger
Special FactorsPurposes and Reasons for, and Plans for the Company after, the Merger
Special FactorsPurposes and Reasons of the Merger for the Permira Filing Persons, Parent, Merger Sub, Spectrum and the
Rollover Investors
Special FactorsCertain Effects of the Merger
Special FactorsFinancing
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
The Merger AgreementStructure of the Merger
The Merger
AgreementEffect of the Merger on the Common Stock
The Merger AgreementTreatment of Company Stock
Options and Company RSU Awards
Item 7. Purposes, Alternatives, Reasons and Effects
Regulation M-A Item 1013
(a)
Purposes
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsPurposes and Reasons for, and Plans for the Company after, the Merger
Special FactorsPurposes and Reasons of the Merger for the Permira Filing Persons, Parent, Merger Sub, Spectrum and the Rollover Investors
(b)
Alternatives
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsPurposes and Reasons for, and Plans for the Company after, the Merger
7
(c)
Reasons
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsPosition of the Permira Filing Persons, Parent and Merger Sub as to Fairness of the Merger
Special FactorsSpectrums Position as to Fairness of the Merger
Special FactorsPosition of the Rollover Investors as to Fairness of the Merger
Special FactorsPurposes and Reasons for, and Plans for the Company after, the Merger
Special FactorsPurposes and Reasons of the Merger for the Permira Filing Persons, Parent, Merger Sub, Spectrum and the
Rollover Investors
Special FactorsCertain Effects of the Merger
(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Questions and Answers About the Special Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsPurposes and Reasons for, and Plans for the Company after, the Merger
Special FactorsPurposes and Reasons of the Merger for the Permira Filing Persons, Parent, Merger Sub, Spectrum and the Rollover Investors
Special FactorsCertain Effects of the Merger
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
Special FactorsMaterial U.S. Federal Income Tax Consequences of the Merger
The Merger AgreementStructure of the Merger
Item 8. Fairness of the
Transaction
Regulation M-A Item 1014
(a) - (b)
Fairness; Factors considered in determining fairness
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsOpinion of Qatalyst Partners LP
8
Special FactorsPosition of the Permira Filing Persons, Parent and Merger Sub as
to Fairness of the Merger
Special FactorsSpectrums Position as to Fairness of the Merger
Special FactorsPosition of the Rollover Investors as to Fairness of the Merger
Special FactorsPurposes and Reasons for, and Plans for the Company after, the Merger
Special FactorsPurposes and Reasons of the Merger for the Permira Filing Persons, Parent, Merger Sub, Spectrum and the
Rollover Investors
Special FactorsInterests of The Companys Directors and Executive Officers in the
Merger
Annex BOpinion of Qatalyst Partners LP
(c)
Approval of security holders
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
Summary Term SheetRequired Vote For the Merger
Summary Term SheetConditions to the Merger
Questions and Answers About the Special Meeting and the Merger
The Special MeetingRecord Date and Quorum
The Special MeetingRequired Vote
The Merger
AgreementConditions to the Merger
(d)
Unaffiliated representative
. An unaffiliated representative was not
retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsOpinion of Qatalyst Partners LP
Special FactorsPosition of the Permira Filing Persons, Parent and Merger Sub as to Fairness of the Merger
Special FactorsSpectrums Position as to Fairness of the Merger
Special FactorsPosition of the Rollover Investors as to Fairness of the Merger
Annex BOpinion of Qatalyst Partners LP
(e)
Approval of directors
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
9
Special FactorsPosition of the Permira Filing Persons, Parent and Merger Sub as
to Fairness of the Merger
Special FactorsSpectrums Position as to Fairness of the Merger
Special FactorsPosition of the Rollover Investors as to Fairness of the Merger
(f)
Other offers
. Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations
Regulation M-A
Item 1015
(a) - (c)
Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal;
Availability of documents
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special
FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special
FactorsOpinion of Qatalyst Partners LP
Where You Can Find Additional Information
Annex BOpinion of Qatalyst Partners LP
The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours.
Item 10. Source and Amounts of Funds or Other Consideration
Regulation M-A Item 1007
(a) - (b), (d)
Source of funds;
Conditions; Borrowed funds
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Special FactorsFinancing
(c) Expenses. The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsFees
and expenses
The Merger AgreementExpenses
10
Item 11. Interest in Securities of the Subject Company
Regulation M-A Item 1008
(a)
Securities ownership
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Important Information Regarding Ancestry.comSecurity Ownership of Certain Beneficial Owners and Management
(b)
Securities transactions
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
Agreements Involving Common Stock
Important Information Regarding Ancestry.comTransactions in Common Stock
Item 12. The Solicitation or Recommendation
Regulation M-A Item 1012
(d)
Intent to tender or vote in a
going-private transaction
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Questions and Answers about the Special Meeting and the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsPosition of the Permira Filing Persons, Parent and Merger Sub as to Fairness of the Merger
Special FactorsSpectrums Position as to Fairness of the Merger
Special FactorsPosition of the Rollover Investors as to Fairness of the Merger
Special FactorsPurposes and Reasons for, and Plans for the Company after, the Merger
Special FactorsPurposes and Reasons of the Merger for the Permira Filing Persons, Parent, Merger Sub, Spectrum and the
Rollover Investors
The Special MeetingRequired Vote
Agreements Involving Common StockVoting Agreement
(e)
Recommendation of others
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the
Merger
Special FactorsPosition of the Permira Filing Persons, Parent and Merger Sub as to Fairness of the
Merger
Special FactorsSpectrums Position as to Fairness of the Merger
11
Special FactorsPosition of the Rollover Investors as to Fairness of the
Merger
Special FactorsPurposes and Reasons for, and Plans for the Company after, the Merger
Special FactorsPurposes and Reasons of the Merger for the Permira Filing Persons, Parent, Merger Sub, Spectrum and
the Rollover Investors
Item 13. Financial Information
Regulation M-A Item 1010
(a)
Financial statements
. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Important Information Regarding Ancestry.comHistorical Selected Financial Information
Important Information Regarding Ancestry.comBook Value Per Share
Where You Can Find Additional Information
(b)
Pro forma information
. Not applicable.
Item 14. Persons/Assets, Retained,
Employed, Compensated or Used
Regulation M-A Item 1009
(a) - (b)
Solicitations or recommendations; Employees and corporate assets
. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
Questions and Answers About the Special Meeting and the
Merger
Special FactorsBackground of the Merger
Special FactorsFees and Expenses
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
The Special MeetingSolicitation of Proxies
Item 15. Additional
Information
Regulation M-A Item 1011
(a)
Agreements, regulatory requirements and legal proceedings
: The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Questions and Answers About the Special Meeting and the Merger
Special FactorsRegulatory Approvals
Special FactorsLitigation
(b) The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsInterests of the
Companys Directors and Executive Officers in the Merger
(c)
Other material information
. The information set
forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.
12
Item 16. Exhibits
Regulation M-A Item 1016
(a)(1) Preliminary Proxy Statement of
Ancestry.com Inc. (incorporated by reference to the Schedule 14A filed concurrently with the Securities and Exchange Commission).
(a)(2) Form of Proxy Card (incorporated herein by reference to the Proxy Statement).
(a)(3) Letter to Ancestry.com Stockholders (incorporated herein by reference to the Proxy Statement).
(a)(4) Notice of Special Meeting of Stockholders (incorporated herein by reference to the Proxy Statement).
(a)(5) Press Release dated October 22, 2012 (filed as Exhibit 99.1 to the Companys Current Report on Form 8-K, filed October 22, 2012 and incorporated herein by reference).
(b)(1) Debt Commitment Letter, dated October 21, 2012, among Barclays Bank PLC, Morgan Stanley Senior Funding, Inc., Credit Suisse
AG, Cayman Islands Branch, Credit Suisse Securities (USA) LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Royal Bank of Canada and Global Generations International Inc.*
(c)(1) Opinion of Qatalyst Partners LP, dated October 18, 2012 (incorporated herein by reference to Annex B of the Proxy Statement).
(c)(2) Materials Prepared for Discussion, dated June 22, 2012, presented by Qatalyst Partners LP to the Board of
Directors of Ancestry.com Inc.*
(c)(3) Materials Prepared for Discussion, dated July 19, 2012, presented by Qatalyst
Partners LP to the Board of Directors of Ancestry.com Inc.*
(c)(4) Materials Prepared for Discussion, dated August 7,
2012, presented by Qatalyst Partners LP to the Board of Directors of Ancestry.com Inc.*
(c)(5) Materials Prepared for
Discussion, dated October 7, 2012, presented by Qatalyst Partners LP to the Board of Directors of Ancestry.com Inc.*
(c)(6) Materials Prepared for Discussion, dated October 18, 2012, presented by Qatalyst Partners LP to the Board of Directors of
Ancestry.com Inc.*
(c)(7) Discussion Materials Regarding Alaska Alternatives, dated September 4, 2012, presented by Goldman,
Sachs & Co. to the Board of Directors of Ancestry.com Inc.**
(d)(1) Agreement and Plan of Merger, dated October 21,
2012, by and among Ancestry.com Inc., Global Generations International Inc. and Global Generations Merger Sub Inc. (incorporated herein by reference to Annex A of the Proxy Statement).
(d)(2) Fee Funding Agreement, dated October 21, 2012, by and among Global Generations International Inc., Permira IV Continuing
L.P.1, Permira IV Continuing L.P.2, Permira Investments Limited and P4 Co-Investment L.P. and Ancestry.com Inc.*
(d)(3) Equity
Commitment Letter, dated October 21, 2012, among Permira IV Continuing L.P.1, Permira IV Continuing L.P.2, Permira Investments Limited, P4 Co-Investments L.P. and Global Generations International Inc.*
(d)(4) Equity Commitment Letter, dated October 21, 2012, among AlpInvest Partners Co-Investments 2009 C.V., AlpInvest Partners
Co-Investments 2010 II C.V. and Global Generations International Inc.*
13
(d)(5) Equity Commitment Letter, dated October 21, 2012, among Jasmine Ventures Pte Ltd
and Global Generations International Inc.*
(d)(6) Voting Agreement, dated October 21, 2012, by and among Global
Generations International Inc., Spectrum Equity Investors V, L.P., Spectrum V Investment Managers Fund, L.P., Spectrum Equity Investors III, L.P., SEI III Entrepreneurs Fund, L.P. and Spectrum III Investment Managers Fund, L.P.*
(d)(7) Contribution Agreement, dated October 21, 2012, by and between Global Generations International Inc. and Timothy
Sullivan.*
(d)(8) Contribution Agreement, dated October 21, 2012, by and between Global Generations International Inc.
and Purefoy, LLC.*
(d)(9) Employee Rollover Stock Option Agreement, dated October 21, 2012, by and between Global
Generations International, Inc. and Timothy Sullivan.*
(d)(10) Employee Rollover Stock Option Agreement, dated
October 21, 2012, by and between Global Generations International, Inc. and Howard Hochhauser.*
(d)(11) Employee Rollover
Restricted Stock Unit Agreement, dated October 21, 2012, by and between Global Generations International Inc. and Timothy Sullivan.*
(d)(12) Employee Rollover Restricted Stock Unit Agreement, dated October 21, 2012, by and between Global Generations International Inc. and Howard Hochhauser.*
(d)(13) Contribution Agreement, dated October 21, 2012, by and among Global Generations International Inc. and Spectrum Equity
Investors V, L.P.*
(d)(14) Interim Investors Agreement, dated October 21, 2012, by and among Permira IV Continuing L.P.1,
Permira IV Continuing L.P. 2, Permira Investments Limited, P4 Co-Investment LP, AlpInvest Partners Co-Investments 2009 C.V., AlpInvest Partners Co-Investments 2010 II C.V., Jasmine Ventures Pte Ltd, Spectrum Equity Investors V, L.P., Timothy
Sullivan, Purefoy, LLC, Howard Hochhauser and Global Generations International Inc.*
(d)(15) Assignment Agreement, dated
October 22, 2012, by and among Permira IV Continuing L.P.1, Permira IV Continuing L.P.2, Permira Investments Limited and P4 Co-Investment L.P., and Anvilux 1 S.à r.1. and Anvilux 2 S.à r.1.*
(f)(1) Section 262 of the Delaware General Corporation Law (incorporated herein by reference to Annex C of the Proxy Statement).
(g) None.
*
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Previously filed on October 30, 2012
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**
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Previously filed on November 23, 2012
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14
SIGNATURE
After due inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of November 30, 2012
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ANCESTRY.COM INC.
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By:
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/s/ William C. Stern
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Name: William C. Stern
Title: General Counsel
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15
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GLOBAL GENERATIONS INTERNATIONAL INC.
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By:
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/s/ Brian Ruder
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Name: Brian Ruder
Title:
President, Chief Executive Officer and Secretary
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GLOBAL GENERATIONS MERGER SUB INC.
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By:
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/s/ Brian Ruder
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Name: Brian Ruder
Title:
President, Chief Executive Officer and Secretary
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16
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ANVILUX 1 S.À R.L.
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By:
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/s/ Severine Michel
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Name: Severine Michel
Title: Manager
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ANVILUX 2 S.À R.L.
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By:
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/s/ Severine Michel
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Name: Severine Michel
Title: Manager
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17
for and on behalf of
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)
/s/ Kees Jager
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Permira IV Managers Limited as general partner of
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) Kees Jager
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Permira IV Managers L.P. as
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) Alternate Director
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manager of Permira IV Continuing L.P.1
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)
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for and on behalf of
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)
/s/ Kees Jager
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Permira IV Managers Limited as general partner of
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) Kees Jager
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Permira IV Managers L.P. as
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) Alternate Director
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manager of Permira IV Continuing L.P.2
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)
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Signed by
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)
/s/ Kees Jager
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for and on behalf of
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) Kees Jager
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Permira Nominees Limited as nominee for
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) Alternate Director
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Permira Investments Limited
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)
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for and on behalf of
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)
/s/ Kees Jager
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Permira IV GP Limited as general partner of
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) Kees Jager
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Permira IV G.P. L.P. as
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) Alternate Director
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general partner of P4 Co-Investment L.P.
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)
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Signed by
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)
/s/ John Marren
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for and on behalf of
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) John Marren
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Permira Holdings Limited
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) Director
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18
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SPECTRUM EQUITY INVESTORS V, L.P.
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By:
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/s/ Randy J. Henderson
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Name: Randy J. Henderson
Title: Managing Director
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SPECTRUM V INVESTMENT MANAGERS FUND, L.P.
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By:
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/s/ Randy J. Henderson
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Name: Randy J. Henderson
Title: Managing Director
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SPECTRUM EQUITY INVESTORS III, L.P.
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By:
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/s/ Randy J. Henderson
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Name: Randy J. Henderson
Title: General Partner
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SEI III ENTREPRENEURS FUND, L.P.
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By:
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/s/ Randy J. Henderson
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Name: Randy J. Henderson
Title: Managing Director
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SPECTRUM III INVESTMENT MANAGERS FUND, L.P.
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By:
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/s/ Randy J. Henderson
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Name: Randy J. Henderson
Title: General Partner
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19
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/s/ Timothy Sullivan
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Timothy Sullivan
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/s/ Howard Hochhauser
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Howard Hochhauser
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20
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PUREFOY, LLC
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By:
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/s/ Timothy Sullivan
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Name:
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Timothy Sullivan
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Title:
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Manager
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By:
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/s/ Jane Sullivan
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Name:
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Jane Sullivan
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Title:
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Manager
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Grafico Azioni Ancestry.Com Inc. (MM) (NASDAQ:ACOM)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Ancestry.Com Inc. (MM) (NASDAQ:ACOM)
Storico
Da Giu 2023 a Giu 2024