Transaction Provides Immediate Value for
ShareholdersAcquisition Expected to Close in Q4 2018
Web.com Group, Inc. (NASDAQ:WEB), a leading global provider of a
full range of Internet services and online marketing solutions for
small and medium‐sized businesses, today announced that it has
entered into a definitive agreement to be acquired by an affiliate
of Siris Capital Group, LLC in an all-cash transaction valued at
approximately $2 billion.
Under the terms of the agreement, which has been unanimously
approved by the members of Web.com’s board of directors, an
affiliate of Siris will acquire all of the outstanding common stock
of Web.com for $25.00 per share in cash. The purchase price
represents a 30% premium over Web.com’s 90-day volume-weighted
average price ended on June 19, 2018.
A special meeting of Web.com’s shareholders will be held as soon
as practicable following the filing of a definitive proxy statement
with the U.S. Securities and Exchange Commission ("SEC") and
subsequent mailing to its shareholders.
Web.com may solicit alternative acquisition proposals from third
parties during a "go-shop" period from the date of the agreement
until August 5, 2018. There is no guarantee that this process will
result in a superior proposal, and the agreement provides Siris
with a customary right to match a superior proposal. Web.com
does not intend to disclose developments with respect to the
solicitation process unless and until the company determines such
disclosure is appropriate.
“This transaction will provide shareholders with immediate and
substantial cash value, while also providing us with a partner that
shares in our commitment to customers and employees and can add
strategic and operational value,” said David L. Brown, chairman,
CEO and president of Web.com. “Based on our extensive engagement
with Siris over the past two months and our prior discussions with
them, we are confident that Siris’ support will enable Web.com to
execute on its strategy and next phase of growth.”
Commenting on the transaction, Robert Aquilina, Siris Capital
executive partner, said: “Web.com has a 20+ year legacy of
leadership in the domain market with strong brand equity and a
growing portfolio of attractive, value-add online and marketing
services for SMBs. Siris looks forward to nurturing Web.com’s core
domain business, supporting and anticipating the diverse needs of
the company’s customers, and driving new opportunities for
innovation and growth.”
Frank Baker, Co-Founder of Siris Capital, commented: “We are
excited to partner with Web.com as it embarks on this new chapter
of growth and market leadership. As a private company, Web.com will
be able to make strategic investments for sustainable and
profitable growth, while remaining agile and focused on delivering
best-in-class solutions to its customers.”
The proposed transaction is expected to close in the fourth
quarter of 2018 and is subject to approval by Web.com’s
shareholders, along with the satisfaction of customary closing
conditions and antitrust regulatory approvals, as necessary. The
transaction is not subject to any financing condition. Upon
completion of the acquisition, Web.com will become wholly owned by
an affiliate of Siris.
Web.com will file its quarterly report on Form 10-Q reporting
its second quarter financial results but does not intend to host a
quarterly earnings call.
Financing & Advisors
Equity financing will be provided by investment funds affiliated
with Siris. Siris has secured committed debt financing for the
transaction from Morgan Stanley Senior Funding, Inc., RBC Capital
Markets, and Macquarie Capital.
Morgan Stanley & Co. LLC, RBC Capital Markets, and Macquarie
Capital are serving as financial advisors to Siris. Sidley Austin
LLP is acting as corporate counsel to Siris and Kirkland &
Ellis LLP is acting as financing counsel to Siris in connection
with the transaction. BofA Merrill Lynch and J.P. Morgan are
serving as financial advisors and Cooley LLP is serving as legal
counsel to Web.com.
For further information regarding the terms and conditions
contained in the definitive merger agreement, please see Web.com's
Current Report on Form 8-K, which will be filed in connection with
this transaction.
About Web.com Group, Inc. | Web.com
Since 1997 Web.com (Nasdaq:WEB) has been the marketing partner
for businesses wanting to connect with more customers and
grow. We listen, then apply our expertise to deliver
solutions that owners need to market and manage their businesses,
from building brands online to reaching more customers or growing
relationships with existing customers. For some, this means a
fast, reliable, attractive website; for others, it means customized
marketing plans that deliver local leads; and for others, it means
customer-scheduling or customer-relationship marketing (CRM) tools
that help businesses run more efficiently. Owners from big to
small can focus on running the companies they know while we handle
the marketing they need. To learn how this global company
collaborates with customers and employees to achieve their
potential, explore www.web.com or follow on Twitter at @webdotcom
or on Facebook at www.facebook.com/web.com.
About Siris Capital Group, LLC | Siris
Capital
Siris Capital is a leading private equity firm focused on making
control investments in data, telecommunications, technology and
technology-enabled business service companies in North America.
Integral to Siris’ investment approach is its partnership with
exceptional senior operating executives, or executive partners, who
work with Siris on a consulting basis to identify, validate and
operate investment opportunities. Their significant involvement
allows Siris to partner with management to add value both
operationally and strategically. To learn more, visit us at
www.siriscapital.com.
FORWARD LOOKING STATEMENTS
This press release contains "forward-looking
statements" as defined in the U.S. Private Securities Litigation
Reform Act of 1995. The reader is cautioned not to rely on these
forward-looking statements. These statements are based on current
expectations of future events and these include statements using
the words such as will and expected, and similar statements. If
underlying assumptions prove inaccurate or known or unknown risks
or uncertainties materialize, actual results could vary materially
from the expectations of Web.com. Risks and uncertainties include,
but are not limited to: (i) the risk that the transaction may not
be completed in a timely manner or at all, which may adversely
affect Web.com’s business and the price of its common stock, (ii)
the failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the merger agreement by the
stockholders of Web.com, and the receipt of certain governmental
and regulatory approvals, (iii) the failure of Parker Private
Holdings II, LLC and Parker Merger Sub, Inc. to obtain the
necessary financing pursuant to the arrangements set forth in the
debt commitment letters delivered pursuant to the merger agreement
or otherwise, (iv) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement, (v) the effect of the announcement or pendency of the
transaction on Web.com’s business relationships, operating results,
and business generally, (vi) risks that the proposed transaction
disrupts current plans and operations of Web.com and potential
difficulties in Web.com employee retention as a result of the
transaction, (vii) risks related to diverting management’s
attention from Web.com’s ongoing business operations, and (viii)
the outcome of any legal proceedings that may be instituted against
Web.com or Parker Private Holdings II, LLC or Parker Merger Sub,
Inc. related to the merger agreement or the transaction. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties that affect the businesses of Web.com described in
the “Risk Factors” section of Web.com’s Annual Report on Form 10-K
for the year ended December 31, 2017, and in Web.com’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2018, filed
with the SEC on February 23, 2018, and May 4, 2018, respectively,
and other documents filed from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Copies of these filings are available online at www.sec.gov and
https://ir.web.com/financial-information/sec-filings
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Web.com assumes no obligation and does not intend
to update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Web.com
does not give any assurance that it will achieve its
expectations.
IMPORTANT INFORMATION FOR
INVESTORS
In connection with the proposed transaction,
Web.com intends to file with the SEC a proxy statement (the “proxy
statement”) and mail the proxy statement to its stockholders.
INVESTORS AND SECURITY HOLDERS OF WEB.COM ARE URGED TO READ
THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AND OTHER RELEVANT
DOCUMENTS, AND ANY RELATED AMENDMENTS OR SUPPLEMENTS, FILED WITH
THE SEC CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT WEB.COM, THE PROPOSED TRANSACTION AND RELATED
MATTERS. Investors and security holders may obtain free
copies of the proxy statement and other documents (when available)
that Web.com files with the SEC through the website maintained by
the SEC at www.sec.gov. Copies of the documents filed with the SEC
by Web.com will be available free of charge on Web.com’s investor
relations website at
https://ir.web.com/financial-information/sec-filings or by
contacting Web.com’s Investor Relations Department at
Ira.Berger@web.com.
PARTICIPANTS IN THE
SOLICITATION
Web.com and certain of its directors, executive
officers and employees may be considered participants in the
solicitation of proxies in connection with the proposed
transaction. Information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of
the shareholders of Web.com in connection with the transaction,
including a description of their respective direct or indirect
interests, by security holdings or otherwise, will be included in
the Proxy Statement described above when it is filed with the
SEC. Additional information regarding Web.com’s directors and
executive officers is also included in Web.com’s proxy statement
for its 2018 Annual Meeting of Stockholders, which was filed with
the SEC on March 30, 2018. These documents are available free
of charge as described above.
NO OFFER OR SOLICITATION
This communication is neither an offer to buy,
nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the proposed
transaction or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law.
Contacts:
Web.com:
InvestorsIra Berger, (904)
680-6909Ira.Berger@web.com
MediaBrian Wright, (904)
680-6633CorporateCommunications@web.com
Siris Capital:
Dana Gorman (Abernathy MacGregor), (212) 371-5999dtg@abmac.com
or
Blair Hennessy (Abernathy MacGregor), (212)
371-5999bth@abmac.com
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