ISS Recommends Vote "FOR" Acquisition of Ancestry.com by Permira
11 Dicembre 2012 - 6:31PM
Ancestry.com (Nasdaq:ACOM), the world's largest online family
history resource, today announced that Institutional Shareholder
Services ("ISS"), one of the leading independent U.S. proxy
advisory firms, has recommended that the stockholders of
Ancestry.com vote "FOR" the proposals in its proxy statement for
the special meeting scheduled to be held on December 27, 2012 at
the Provo Marriott Hotel and Conference Center, which is located at
101 West 100 North, Provo, Utah 84601, on December 27, 2012, at
8:30 a.m. Mountain Time.
At the special meeting, Ancestry.com's stockholders will be
asked to consider and vote on proposals including (i) to adopt the
merger agreement pursuant to which affiliates of Permira, a leading
private equity firm, will acquire the Company, (ii) to approve
certain compensation that may become payable to Ancestry.com's
named executive officers in connection with the merger and (iii) to
adjourn or postpone the special meeting, if necessary, to permit
the further solicitation of proxies if there are not sufficient
votes at the time of the special meeting to adopt the merger
agreement.
In its recommendation of the proposal to adopt the merger
agreement, ISS stated "a vote FOR this proposal is warranted based
on the company's rationale, premium received, support of a large
shareholder, and the sales process conducted which included a
market check."*
Your vote is important, regardless of the number of shares you
own, and all Ancestry.com stockholders are encouraged to vote. The
adoption of the merger agreement by the affirmative vote of holders
of a majority of the outstanding shares of Ancestry.com common
stock is a condition to the completion of the merger. The advisory
(non-binding) proposal to approve specified compensation that may
become payable to the named executive officers of the Company in
connection with the merger, and the proposal to adjourn the special
meeting to solicit additional proxies, if necessary, require the
affirmative vote of holders of a majority of the voting power
present and entitled to vote thereon.
* Permission to quote from the ISS report was neither sought nor
obtained.
About Ancestry.com
Ancestry.com Inc. (Nasdaq:ACOM) is the world's largest online
family history resource, with approximately 2 million paying
subscribers. More than 11 billion records have been added to the
site in the past 16 years. Ancestry users have created more than 41
million family trees containing approximately 4 billion profiles.
In addition to its flagship site, Ancestry.com offers several
localized Web sites designed to empower people to discover,
preserve and share their family history.
The Ancestry.com, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=13617
About Permira
Permira is a European private equity firm with global reach. The
Permira funds, raised from pension funds and other institutions,
make long-term investments in companies with the ambition of
transforming their performance and driving sustainable growth.
Founded in 1985, the firm advises funds with a total committed
capital of approximately $26 billion.
Permira established its presence in North America with the
opening of the New York office in 2002 followed by the Menlo Park
office in 2008. The Permira funds have a long track record of
successful technology and digital media investing in companies
around the world including Odigeo, NDS, Renaissance Learning and
Genesys. Since 1997, over 30% of the Permira funds' investments
have been in the core sector of Technology, Media &
Telecom.
For more information visit: www.permira.com.
Forward-looking Statements
Statements about the expected timing, completion and effects of
the proposed merger and all other statements in this document,
other than historical facts, constitute forward-looking statements
within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Readers are cautioned not
to place undue reliance on these forward-looking statements and any
such forward-looking statements are qualified in their entirety by
reference to the following cautionary statements. All
forward-looking statements speak only as of the date hereof and are
based on current expectations and involve a number of assumptions,
risks and uncertainties that could cause the actual results to
differ materially from such forward-looking statements. The Company
may not be able to complete the proposed merger on the terms
described above or other acceptable terms or at all because of a
number of factors, including the failure to obtain stockholder
approval or the failure to satisfy the closing conditions. Factors
that may affect the business or financial results of the Company
are described in the risk factors included in the Company's filings
with the Securities and Exchange Commission, including the
Company's 2011 Annual Report on Form 10-K and later filed quarterly
reports on Form 10-Q and Current Reports on Form 8-K, which factors
are incorporated herein by reference. The Company expressly
disclaims a duty to provide updates to forward-looking statements,
whether as a result of new information, future events or other
occurrences.
Additional Information and Where to Find It
In connection with the proposed merger transaction, the Company
has filed with the SEC and furnished to the Company's stockholders
a definitive proxy statement dated November 30, 2012. Stockholders
are urged to read the proxy statement because it contains important
information about the proposed transaction. Investors and security
holders may obtain a free copy of documents filed by Ancestry.com
with the SEC at the SEC's website at http://www.sec.gov. In
addition, investors and security holders may obtain a free copy of
Ancestry.com's filings with the SEC from Ancestry.com's website at
ir.ancestry.com.com/sec.cfm or by directing a request to:
Ancestry.com 360 West 4800 North, Provo, Utah 84604, Attn: Investor
Relations, (801) 705-7942.
The Company and certain of its directors and executive officers
may be deemed to be participants in the solicitation of proxies
from stockholders of the Company in favor of the proposed merger.
Information about the directors and executive officers of the
Company is set forth in the proxy statement for the Company's 2012
annual meeting of stockholders, as filed with the SEC on Schedule
14A on April 11, 2012. Additional information regarding the
interests of these individuals and other persons who may be deemed
to be participants in the solicitation has been included in the
definitive proxy statement the Company filed with the SEC on
November 30, 2012.
CONTACT: Investors:
Aaron Felix
(801) 705-7942
afelix@ancestry.com
Media:
Heather Erickson
(801) 705-7104
herickson@ancestry.com
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