UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
Squarespace, Inc.
(Name of Subject Company)
Squarespace, Inc.
(Name of Persons Filing Statement)
Class A Common Stock, par value $0.0001 per share
Class B Common Stock, par value $0.0001 per share
Class C Common Stock, par value $0.0001 per share
(Title of Class of Securities)
85225A107
(CUSIP Number of Class of Securities)
Anthony Casalena
Chief Executive Officer
225 Varick Street,
12th Floor
New York,
New York 10014
Tel: (646) 580-3456
(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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Allison Schneirov
Christopher Barlow
Daniel Luks
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
Tel: (212) 735-3000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Schedule 14D-9 filing relates solely to preliminary communications made before the commencement of a planned tender offer (the “Offer”) by Spaceship Group MergerCo, Inc. (“Merger Sub”), a wholly
owned subsidiary of Spaceship Purchaser, Inc. (“Parent” and together with Merger Sub, the “Buyer Parties”), for all of the outstanding shares of common stock, par value $0.0001 per share of Squarespace, Inc. (the “Company”), to
be commenced pursuant to the Amended and Restated Agreement and Plan of Merger, dated September 9, 2024 (the “A&R Merger Agreement”), among the Company, Merger Sub and Parent. If successful, the Offer will be followed by a merger of Merger
Sub with and into the Company (the “Merger”).
This Schedule 14D-9 filing consists of the following document relating to the proposed Offer and Merger:
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All Employee Memo
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All Employee FAQ
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Investor Presentation
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Additional Information and Where to Find It
The tender offer described in this Schedule 14D-9 has not yet commenced. This Schedule 14D-9 is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. The solicitation and the offer
to buy shares of the Company’s common stock will be made only pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that the Buyer Parties intend to file with the SEC.
In addition, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Once filed, such documents will be mailed to the stockholders of the Company free of charge and investors will
also be able to obtain a free copy of these materials (including the tender offer statement, Offer and the related letter of transmittal) as well as the Solicitation/Recommendation Statement and other documents filed by the Buyer Parties and the
Company with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by the Company under the “SEC Filings” section of the Company’s website at
www.investors.squarespace.com. The information contained in, or that can be accessed through, the Company’s or Parent’s website is not a part of, or incorporated by reference herein.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME), INCLUDING THE TENDER OFFER MATERIALS (INCLUDING THE OFFER
TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL, THE SCHEDULE 13E-3 AND ANY OTHER RELATED MATERIALS), THE SCHEDULE 13E-3, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING
ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this document are within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements related to
the proposed merger of the Company with an affiliate of Permira Advisers (the “Transaction”), including financial estimates and statements as to the expected timing, completion and effects of the Transaction. These forward-looking statements are
based on the Company’s current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain
assumptions made by the Company, all of which are subject to change. Forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“considered,” “potential,” “estimate,” “continue,” “likely,” “expect,” “target” or similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. By their nature,
forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Transaction and the anticipated benefits
thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking
statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the Transaction on anticipated terms and timing, including satisfying the minimum tender condition and obtaining any regulatory
approvals, and the satisfaction of other conditions to the completion of the Transaction; (ii) the ability of affiliates of Permira to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the
Transaction; (iii) potential litigation relating to the Transaction that could be instituted against Permira, the Company or their respective directors, managers or officers, including the effects of any outcomes related thereto; (iv) the risk that
disruptions from the Transaction will harm the Company’s business, including current plans and operations; (v) the ability of the Company to retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the Transaction; (vii) continued availability of capital and financing and rating agency actions; (viii) legislative, regulatory and economic developments affecting the Company’s business; (ix) general
economic and market developments and conditions; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the Transaction that could affect the Company’s financial performance; (xi) certain
restrictions during the pendency of the Transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to
acts of terrorism, pandemics, outbreaks of war or hostilities, as well as the Company’s response to any of the aforementioned factors; (xiii) significant transaction costs associated with the Transaction; (xiv) the possibility that the Transaction
may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, including in
circumstances requiring the Company to pay a termination fee or other expenses; (xvi) competitive responses to the Transaction; (xvii) the risks and uncertainties pertaining to the Company’s business, including those set forth in Part I, Item 1A of
the Company’s most recent Annual Report on Form 10-K and Part II, Item 1A of the Company’s subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the
Company with the SEC; and (xviii) the risks and uncertainties that will be described in the Schedule TO (including the offer to purchase, letter of transmittal and related documents) that Permira will file with the SEC, and the
Solicitation/Recommendation Statement on Schedule 14D-9 that the Company will file with the SEC available from the sources indicated below. These risks, as well as other risks associated with the Transaction, will be more fully discussed in the
Schedule TO and this Schedule 14D-9. While the list of factors presented here is, and the list of factors to be presented in the Schedule TO and this Schedule 14D-9 will be, considered representative, no such list should be considered a complete
statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in
the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on the Company’s financial
condition, results of operations, credit rating or liquidity. These forward-looking statements speak only as of the date they are made, and the Company does not undertake to and specifically disclaims any obligation to publicly release the results of
any updates or revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Exhibit 99.1
Team –
We are pleased to share that this morning, Squarespace and Permira announced an amended merger agreement whereby Permira will increase their offer
price to $46.50 per share, an increase of $2.50 per share over the previously agreed offer price. This improved deal values Squarespace at approximately $7.2 billion.
Process / Valuation
The revised offer price is an increase of 5.7% over the previously agreed offer price of $44.00 per share and represents a premium of approximately 36% over
Squarespace's 90-day volume weighted average trading price of $34.09 and of approximately 22% over Squarespace's 52-week high share price of $38.19, both as of May 10, 2024, the last trading day before the original announcement.
The amended terms were unanimously approved by the independent Special Committee of the Board of Directors and by the Board of Directors itself. This
constitutes Permira’s best and final offer and is conditioned on structuring the transaction as a tender offer rather than a stockholder vote. A tender offer is an offer made directly to a company’s stockholders to purchase their stock. Rather than
vote in favor of or against the transaction, stockholders who support the transaction will “tender” their shares to Permira. The completion of the transaction is contingent on a majority of unaffiliated stockholders, including employees, tendering
their shares. The Special Committee of the Board of Directors recommends that all of you who own Squarespace shares tender your shares.
The tender offer is expected to launch within 9 business days and you will be provided with information about how to tender your shares. Please be aware
that if you do not tender your shares, it counts against the requisite majority needed to approve the merger proposal. The previous process that requested stockholder votes has been canceled, any votes cast in that process will not be counted and
the special meeting of Squarespace stockholders scheduled for September 20, 2024 will not take place. If a majority of unaffiliated stockholders tender their shares in the transaction, we expect the transaction to close in Q4 2024.
Supporting the Transaction
We are recommending you support the deal by tendering your existing shares.
We believe the revised price reflects a compelling value and we have posted
materials here that provide a deeper examination of why we support the
deal financially and how we are valued vs. our peers.
If the transaction is completed, you will also receive the $46.50 per share over your RSU vesting period, creating a high and predictable value for your
future vestings. This price values Squarespace at a premium not seen in the public markets for nearly three years, and is near our 2021 direct listing price. This deal provides an attractive premium and removes downside risk.
If you do not tender your shares, please keep in mind that you would in effect be supporting a return to the way things were before this deal was announced
in May. Squarespace was priced at $38.19 on its last day of trading before announcement, which was a 2-year high in our stock price after trading in the $20s and low $30s for most of the preceding 2 years. The trading in our stock at current price
levels is supported by the May announcement and the speculation around the deal, which will go away if this transaction fails. If the deal is not completed, significant volatility may occur in the stock, as many arbitrage and event driven traders
who currently own large positions in Squarespace may leave once this trading event is over. We, of course, cannot actually predict what will happen.
More information will be provided in conjunction with the official launch of
the tender process. To help answer any immediate questions, please see this FAQ.
For any risks associated with tendering your existing shares, please refer to the offering documents once those are made available.
Closing
I would also like to add that no matter the outcome of this process, Squarespace will be fine. I have worked on this transaction for most of this year
because I sincerely feel it presents a winning outcome for everyone involved – both our employees and our public shareholders.
Thank you for being a part of a story that has enabled an opportunity like this to come about. Very few even get this choice.
Anthony
Cautionary Statement Regarding Forward-Looking Statements
This communication includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the
federal securities laws, including statements related to the proposed merger of the Company with an affiliate of Permira Advisers (the “Transaction”), including financial estimates and statements as to the expected timing, completion and effects of
the Transaction. These forward-looking statements are based on the Company’s current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits thereof, its
business and industry, management’s beliefs and certain assumptions made by the Company, all of which are subject to change. Forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,”
“could,” “seek,” “see,” “will,” “may,” “would,” “might,” “considered,” “potential,” “estimate,” “continue,” “likely,” “expect,” “target” or similar expressions or the negatives of these words or other comparable terminology that convey uncertainty
of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of
the Transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from
those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the Transaction on anticipated terms and timing, including satisfying the minimum
tender condition and obtaining any regulatory approvals, and the satisfaction of other conditions to the completion of the Transaction; (ii) the ability of affiliates of Permira to obtain the necessary financing arrangements set forth in the
commitment letters received in connection with the Transaction; (iii) potential litigation relating to the Transaction that could be instituted against Permira, the Company or their respective directors, managers or officers, including the effects
of any outcomes related thereto; (iv) the risk that disruptions from the Transaction will harm the Company’s business, including current plans and operations; (v) the ability of the Company to retain and hire key personnel; (vi) potential adverse
reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vii) continued availability of capital and financing and rating agency actions; (viii) legislative, regulatory and economic
developments affecting the Company’s business; (ix) general economic and market developments and conditions; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the Transaction that could
affect the Company’s financial performance; (xi) certain restrictions during the pendency of the Transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and
severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as the Company’s response to any of the aforementioned factors; (xiii) significant transaction costs associated
with the Transaction; (xiv) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xv) the occurrence of any event, change or other circumstance that could
give rise to the termination of the Transaction, including in circumstances requiring the Company to pay a termination fee or other expenses; (xvi) competitive responses to the Transaction; (xvii) the risks and uncertainties pertaining to the
Company’s business, including those set forth in Part I, Item 1A of the Company’s most recent Annual Report on Form 10-K and Part II, Item 1A of the Company’s subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended,
supplemented or superseded from time to time by other reports filed by the Company with the SEC; and (xviii) the risks and uncertainties that will be described in the Schedule TO (including the offer to purchase, letter of transmittal and related
documents) that Permira will file with the SEC, and the Solicitation/Recommendation Statement on Schedule 14D-9 that the Company will file with the SEC available from the sources indicated below. These risks, as well as other risks associated with
the Transaction, will be more fully discussed in the Schedule TO and the Schedule 14D-9. While the list of factors presented here is, and the list of factors to be presented in the Schedule TO and the Schedule 14D-9 will be, considered
representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of
material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks,
any of which could have a material impact on the Company’s financial condition, results of operations, credit rating or liquidity. These forward-looking statements speak only as of the date they are made, and the Company does not undertake to and
specifically disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
Important Additional Information and Where to Find It
The offer referenced in this communication has not yet
commenced. This communication is for information purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of the Company, nor is it a substitute for the offer materials that Permira is expected to file
with the SEC upon commencement of the offer. The solicitation of an offer to tender and the offer to buy shares of the Company’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a
letter of transmittal and other related materials that Permira is expected to file with the SEC. In addition, the Company is expected to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the offer.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE SOLICITATION/RECOMMENDATION STATEMENT OF THE COMPANY ON SCHEDULE 14D-9 AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER AND
THE PROPOSED MERGER. Investors and security holders may obtain free copies of the Schedule TO, Schedule 14D-9 and other documents (when they become available) that are filed or will be filed with the SEC by the Company through the website
maintained by the SEC at www.sec.gov, the Company’s website at https://investors.squarespace.com or by contacting the Company’s Investor Relations
Team at investors@squarespace.com.
Exhibit 99.2
FAQ: Permira Increase in Offer Price
Tender Offer / Transaction Closing
Q. What was announced?
A. Squarespace and Permira announced a revised definitive agreement under which
Permira will acquire shares of Squarespace for $46.50 in cash through a tender offer.
Q. What is a tender offer? What are the next steps in this process? How do I tender my shares?
A. A tender offer is a public bid for stockholders to sell their stock. All
Squarespace stockholders will be given an opportunity to “tender,” or sell, their stock for $46.50 per share within a specified timeframe. Stockholders “tender” their shares rather than voting in favor of or against a transaction. In the same manner
as Squarespace’s other stockholders, employees who own shares of Squarespace will receive information regarding the terms of the tender offer and instructions on how to tender their shares.
The tender offer must remain open for a minimum 20-business day period from the date that the offer is commenced, subject to limited extension rights. Permira will disclose the expiration date when it launches the tender
offer.
The closing of the transaction will be conditioned on the tender of a majority of the unaffiliated shares. Unaffiliated shares are shares not held by Accel, General Atlantic, Anthony Casalena, members of the Board of
Directors and Section 16 officers.
Q. When is the transaction expected to close?
A. The transaction is expected to close in the fourth quarter of 2024, subject to
customary closing conditions, including the tender of shares representing a majority of Squarespace’s unaffiliated shares. While we don’t yet have a specific date, we will keep you informed as appropriate as we make progress toward the closing.
Q When will Squarespace no longer be a public company?
A. Squarespace will be a private company following the close of the take-private
transaction. Otherwise, it will remain a public company.
Q. How and when will I get more information about the tender process?
A. You will receive tender instructions shortly after the tender offer is launched.
If you have additional questions after receipt of the information, you can contact Okapi Partners, who will act as Information Agent for the tender offer, at info@okapipartners.com or +1 (212) 297-0720.
Q. What happens if I don’t tender my shares?
A. If you decline to tender your shares, you are effectively voting against the
transaction. If a majority of unaffiliated stockholders decline to tender their shares, the transaction will not consummate. If the transaction completes, Permira will acquire any shares that are not tendered at the same price as shares that are
tendered.
Q. I was previously asked to vote and/or I previously voted on the proposed merger and there was a Special Meeting of stockholders scheduled for September 20, 2024. What is happening with those events?
A. The prior proposed process that involved a stockholder vote and stockholder
meeting has been canceled.
Share and RSU Payouts
Q. What will the payment be for shares and unvested RSUs?
A. Vested equity awards will be paid out in cash in connection with the closing of
the transaction, with the cash amount per share equal to $46.50 (and, in the case of options, reduced by the per share exercise price). All payments will be subject to tax withholding.
Unvested RSUs will be paid out in cash as and when the underlying award vests (subject to continued employment on the vesting date), with the cash amount per share equal to $46.50. All payments will be subject to tax
withholding.
Q. When and how will stockholders receive payment for the shares they own?
A. Funds will be issued shortly after the transaction closes. More information will
be provided prior to the closing of the transaction.
Q. What happens with vested options?
A. The exercise price of vested options will be deducted from the $46.50 per share
price and the remaining value will be delivered to the option holder after the close of the transaction. More information will be provided prior to the closing of the transaction.
Compensation
Q. When will I know what my compensation will be after we become a private company?
A. Existing employees who remain employed will receive what we believe is a favorable
cash incentive opportunity based on a $46.50 per share payment for each RSU that vests after the close. This provides a significant and certain element of compensation through future years of vesting. Your base compensation will not change in
conjunction with the closing of the take-private transaction. The company will also introduce a new long term compensation plan to a majority of employees in order to properly align employees with our shared goals
and future growth.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements related to the proposed merger of the Company with an affiliate of
Permira Advisers (the “Transaction”), including financial estimates and statements as to the expected timing, completion and effects of the Transaction. These forward-looking statements are based on the Company’s current expectations, estimates and
projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by the Company, all of which are subject to
change. Forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “considered,” “potential,” “estimate,” “continue,” “likely,”
“expect,” “target” or similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and
uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Transaction and the anticipated benefits thereof. These and other forward-looking statements are not
guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference
include, but are not limited to: (i) the completion of the Transaction on anticipated terms and timing, including satisfying the minimum tender condition and obtaining any regulatory approvals, and the satisfaction of other conditions to the
completion of the Transaction; (ii) the ability of affiliates of Permira to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the Transaction; (iii) potential litigation relating to the
Transaction that could be instituted against Permira, the Company or their respective directors, managers or officers, including the effects of any outcomes related thereto; (iv) the risk that disruptions from the Transaction will harm the Company’s
business, including current plans and operations; (v) the ability of the Company to retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction;
(vii) continued availability of capital and financing and rating agency actions; (viii) legislative, regulatory and economic developments affecting the Company’s business; (ix) general economic and market developments and conditions; (x) potential
business uncertainty, including changes to existing business relationships, during the pendency of the Transaction that could affect the Company’s financial performance; (xi) certain restrictions during the pendency of the Transaction that may impact
the Company’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well
as the Company’s response to any of the aforementioned factors; (xiii) significant transaction costs associated with the Transaction; (xiv) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result
of unexpected factors or events; (xv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, including in circumstances requiring the Company to pay a termination fee or other expenses;
(xvi) competitive responses to the Transaction; (xvii) the risks and uncertainties pertaining to the Company’s business, including those set forth in Part I, Item 1A of the Company’s most recent Annual Report on Form 10-K and Part II, Item 1A of the
Company’s subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC; and (xviii) the risks and uncertainties that will be described
in the Schedule TO (including the offer to purchase, letter of transmittal and related documents) that Permira will file with the SEC, and the Solicitation/Recommendation Statement on Schedule 14D-9 that the Company will file with the SEC available
from the sources indicated below. These risks, as well as other risks associated with the Transaction, will be more fully discussed in the Schedule TO and the Schedule 14D-9. While the list of factors presented here is, and the list of factors to be
presented in the Schedule TO and the Schedule 14D-9 will be considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems,
financial loss, legal liability to third parties and similar risks, any of which could have a material impact on the Company’s financial condition, results of operations, credit rating or liquidity. These forward-looking statements speak only as of
the date they are made, and the Company does not undertake to and specifically disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made to reflect future events or
circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Important Additional Information and Where to Find It
The offer referenced in this communication has not yet commenced. This communication is for information purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of the Company, nor is it a substitute for
the offer materials that Permira is expected to file with the SEC upon commencement of the offer. The solicitation of an offer to tender and the offer to buy shares of the Company’s common stock will only be made pursuant to a tender offer statement
on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Permira is expected to file with the SEC. In addition, the Company is expected to file with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the offer. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE SOLICITATION/RECOMMENDATION STATEMENT OF THE COMPANY ON SCHEDULE 14D-9 AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS, INCLUDING THE
TERMS AND CONDITIONS OF THE OFFER AND THE PROPOSED MERGER. Investors and security holders may obtain free copies of the Schedule TO, Schedule 14D-9 and other documents (when they become available) that are filed or will be filed with the SEC by the
Company through the website maintained by the SEC at www.sec.gov, the Company’s website at https://investors.squarespace.com or by contacting the Company’s Investor Relations Team at investors@squarespace.com.
Exhibit 99.3
Squarespace Permira Tender Offer A compelling opportunity to maximize value for
shareholders September 2024
Transaction highlights 1 Thorough process managed by fully independent Special
Committee of the Board of Directors Highly attractive transaction price providing certain and immediate value to Squarespace shareholders Deliberate process, with ability to review and act upon superior proposal as warranted Received revised
(and best and final) proposal from Permira for $46.50 per share
Transaction overview 2 $7.2b ALL-CASH TRANSACTION 1 On September 9, 2024,
Squarespace announced a revised proposal by which stockholders may receive $46.50 per share in cash by tendering their shares into the offer, an increase of $2.50 per share over the transaction price of $44.00 per share announced on May 13,
2024 Revised proposal is structured as a tender offer and reflects Permira’s best and final offer price, which delivers certain value and a significant premium to shareholders Transaction valued at approximately $7.0 billion on an equity value
basis and approximately $7.2 billion on an enterprise value basis1 $46.50 represents an ATTRACTIVE PREMIUM 2 Premium of ~22% over Squarespace’s 52-week high prior to original agreement, the highest 52-week high premium of all tech
take-privates in the last 24 months Premium of ~22% over Squarespace’s closing share price2 of $38.19 on May 10, 2024 Premium of ~36% over Squarespace’s 90-day volume weighted average trading price on May 10, 2024 transaction details 3 Fully
independent Special Committee led the process and unanimously approved and recommended the transaction Special Committee had independent advisors (Financial advisor: Centerview Partners; Legal advisor: Richards, Layton & Finger) Board of
Directors unanimously approved the transaction after the recommendation of the Special Committee Anthony Casalena is rolling over a substantial majority of his existing equity and will continue to lead Squarespace as Chief Executive
Officer General Atlantic and Accel to roll over a portion of their equity and/or re-invest as part of the transaction 1 Reflects share count data and balance sheet as of 06/30/24 2 Closing share price prior to original agreement was 52-week
high
Transaction unlevered free cash flow (uFCF) multiple significantly above peer
trading multiples CY25E uFCF growth 26% 20% 15% EV / CY2025E uFCF (as of 9/9/24)1 Source: FactSet; Public filings Note: uFCF consensus estimates calculated as cash flow from operations less capex, plus net tax impact of interest paid 1 As
of 09/06/24; Wix enterprise value of $9,062mm and CY25E uFCF of $575mm ($564mm research reported uFCF, implying CY25E uFCF multiple of 16.1x), GoDaddy enterprise value of $25,550mm and CY25E uFCF of $1,612mm ($1,654mm research reported uFCF,
implying CY25E uFCF multiple of 15.4x), SQSP enterprise value at $46.50 transaction price of $7,203mm and CY25E uFCF of $354mm ($377mm research reported uFCF, implying CY25E uFCF multiple of 19.1x) 3 SQSP uFCF multiple median discount of 5% to
Wix over the year prior to the original transaction agreement SQSP uFCF multiple 29% premium to Wix SQSP uFCF multiple 28% premium to GoDaddy (@ $46.50 / share)
4 TRANSACTION DELIVERS VALUE NOT SEEN in the past year $46.50 Intra-day
highs Source: FactSet as of 05/10/24 Note: 1 As of 05/10/24; 2 Closing share price prior to original agreement was 52-week high and SQSP traded up ~3.7% over the 2-days prior to original agreement Attractive offer price relative to historical
trading levels February 13 - Initial bid received $31.61 ~36% premium over 90-day VWAP1 ~22% premium over 52-week high2 Best and final offer
Fully negotiated transaction 5 4 price increases from initial proposal (despite no
other bids received) ~15% increase from initial proposal Best and final
Commerce headwinds persist, resulting in execution risks to commerce strategy and
adoption of commerce products by Squarespace customers Businesses reticent to adopt higher priced Commerce plans and add-ons in light of challenging macro conditions Heightened competition in Commerce category vs. historical Web Presence
category could result in slower adoption of new offerings Potential Commerce pricing changes could result in churn or delays in product adoption Slower commerce growth in recent quarters vs. key peers Q2’24 YoY Gross merchandise value2 (“GMV”)
growth of 4% for Squarespace ($1.6bn GPV), relative to 20% for Shopify ($67.2bn GMV) Q2’24 YoY Commerce3 Revenue growth of 8% for Squarespace, relative to 15% for GoDaddy and 20% for Wix Research analyst and public investor models do not fully
appreciate potential challenges to Squarespace’s near-term organic growth profile given recent acquisition of Google Domains While Google Domains acquisition provides near-term new customer funnel expansion driving positive trends for 2024,
continued execution is required to capitalize on this opportunity in 2025+ Potential macro concern impacting Squarespace’s go-forward organic growth SMB-focused public companies have traded down ~6% since announcement4 Peer performance since
announcement not extrapolated to Squarespace as multiple company-specific events have impacted peer group Wix’s recent share price performance since transaction announcement is primarily driven by recent margin expansion, which we believe is a
one-time lever to share price performance best evidenced by fact that current WIX share price is below 5/20/2024 (post Q1’24 earnings) share price despite another positive earnings release (in Q2’24) Wix share price rose ~11% post Squarespace
announcement during the week of 5/13/2024 GoDaddy’s recent share price performance since transaction announcement is primarily driven by shareholder rotation into scaled and profitable companies Deal maximizes certainty of value given multiple
potential risks to standalone execution 6 1 2 3 Below reflects key concerns highlighted by investors and research analysts covering the company1 Note: 1 Concerns raised in quarterly earnings calls and published research reports, 2 Wix and
GoDaddy do not regularly disclose this metric; 3 Squarespace represents Commerce revenue, Wix represents Business Solutions revenue, GoDaddy represents Application and Commerce revenue; 4 Represents median share price movement from 1 day period
to announcement (05/10/24) to today (09/06/24) of peer group, including Bill, Intuit, Klaviyo, LegalZoom, Lightspeed, Paycom, Paycor, Paylocity, Shopify, and ZoomInfo
Highly attractive value vs. risk-adjusted standalone plan Special Committee
conducted independent, thorough review of strategic alternatives in context of standalone plan Fully empowered, independent Special Committee World class independent legal and financial advisors Independently analyzed the Company’s underlying
business, opportunities and risks Thoroughly reviewed and diligenced management’s plan With advisors, formed point of view on risk-adjusted value of standalone plan Special Committee received fairness opinion from Centerview Partners View of
intrinsic value formed basis of decision framework $46.50 per share highly attractive relative to assessment of intrinsic value 7
Fully independent Special Committee led a robust strategic review process to ensure
best deal for shareholders 8 Special Committee-led Committee was formed at the outset of the process, following the Board’s initial discussion on proposal received Fully independent committee of directors executed a thorough consideration of
strategic alternatives Independent advisors for Special Committee Special Committee engaged independent financial advisor (Centerview) and legal counsel (Richards, Layton and Finger) Equal treatment of all bidders All bidders provided with
the same timelines, governance guidelines and opportunities for detailed diligence Highly qualified and independent Special Committee Michael Fleisher Independent director since 2018 Chair of Audit Committee and member of Nominating &
Governance Committee Experience: Wayfair (CFO), Warner Music (Vice Chairman – Strategy & Ops), Gartner (CEO), Goat Group (Board Member) Jonathan Klein Independent director since 2010 Chair of Compensation Committee and member of Audit
Committee Experience: Getty Images (Co-founder & CEO, Board Member), Etsy (Board Member), Jumia Technologies (Board Chairman) Neela Montgomery Independent director since 2022 Member of Audit Committee and Compensation
Committee Experience: Orveon Global (CEO), Greycroft Partners (Board Partner), Logitech (Board Member), Fetch (Board Member), CVS Health / CVS Pharmacy (EVP) Attractive price relative to fundamental value Special Committee evaluated potential
transaction relative to standalone value of Company Intrinsic value was one of the key determinants of value
Rigorous process maximized value 9 Options Assessed 1 The Special Committee
assessed all credible alternatives to the Merger, including continuing to operate Squarespace as a stand-alone company or pursuing an alternative transaction The Special Committee considered the desirability and the potential benefits to the
Unaffiliated Company Stockholders, along with the industry dynamics and execution risks as a stand-alone company versus alternatives Parties in the process 2 The Special Committee initially approached eight prospective parties, consisting of
sponsors it believed were the most likely to be interested in a transaction with Squarespace at an attractive valuation Seven parties signed an NDA and engaged in diligence All parties that executed an NDA received access to a data room with
the same information and no party received information in advance of any others Ultimately, 5 of those parties held robust management meetings Bidding Outcomes 3 The Company received one proposal on April 26th, from Permira. No other parties
bid. The Special Committee obtained 3 price increases from Permira’s initial proposal to the original announcement Per Share Price of $44.00 Subsequently, the Special Committee received a best and final revised offer of $46.50 from Permira on
September 6th The transaction reflects a fair and favorable price for the public shareholders No strategic parties have expressed interest in submitting a bid for Squarespace before or after the deal announcement
Key takeaways 10 Thorough process managed by fully independent Special Committee
of the Board of Directors Transaction was the culmination of a robust, fully independent Special Committee-led strategic review process Highly attractive, immediate, and certain transaction price Thorough review of Company’s standalone
prospects and value relative to a transaction. Obtained the best terms and highest price that Permira or any other financial sponsor was willing to pay for a transaction with Squarespace Deliberate process, with ability to review and act upon
superior proposal as warranted Standard no-shop term for marketed deal, with intentionally low termination fee of ~3%, consistent with or below similar fees payable in comparable transactions so as not to inhibit superior proposals Thorough
process timeline, providing comprehensive, and fair process to all prospective buyers No alternative proposals have been received since announcement in May
CY25E uFCF build for Squarespace, Wix and GoDaddy Source: Factset Note: uFCF
consensus estimates calculated as cash flow from operations less capex, plus net tax impact of interest paid 12 At announcement (9/9) FYE 12/31, $mm Wix GoDaddy Cash flow from operations $334 $591 $1,522 CapEx (11) (16) (26) Net
tax impact of interest paid 31 – 116 uFCF $354 $575 $1,612
Forward-Looking Statements and Other Information This presentation may include
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements relating to the completion of the merger. Any statements made in this presentation that are not
statements of historical fact, including statements about beliefs and expectations of Squarespace, Inc. (the “Company”, “we” or “our”), are forward-looking statements and should be evaluated as such. Forward-looking statements include, but are
not limited to, statements about the Company’s outlook for the future fiscal periods, the Company’s market position, and potential market opportunities. Forward-looking statements generally relate to future events or the Company’s future
financial or operating performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,”
“anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or phrases or other comparable words or phrases of a future or forward-looking nature. The Company bases these
forward-looking statements on its current expectations, plans and assumptions that the Company has made in light of its experience in the industry, as well as its perceptions of historical trends, current conditions, expected future developments
and other factors the Company believes are appropriate under the circumstances at such time. These statements are not guarantees of future performance or results and the Company does not give any assurance that it will achieve its expectations.
The forward-looking statements are subject to and involve risks, uncertainties and assumptions, and you should not place undue reliance on these forward-looking statements. Although the Company believes that these forward-looking statements are
based on reasonable assumptions at the time they are made, many factors could affect the Company’s actual results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements.
Further information on risks that could cause actual results to differ materially from forecasted results are included in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on
Form 10-K filed on February 28, 2024 with the SEC. The Company undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by applicable law. All written and oral forward-looking statements made in connection with this presentation attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the above paragraph.
This presentation contains non-GAAP financial measures such as adjusted EBITDA and unlevered free cash flow. These measures are not prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and
have important limitations as analytical tools. Non-GAAP financial measures are supplemental, should only be used in conjunction with results presented in accordance with GAAP and should not be considered in isolation or as a substitute for such
GAAP results. General This presentation contains statistical data that we obtained from third party publications, surveys and reports. Although we have not independently verified the accuracy or completeness of the data contained in these
industry publications, surveys and reports, we believe the publications, surveys such reports are generally reliable, although such information is inherently subject to uncertainties and may be imprecise. This presentation contains additional
trademarks, tradenames and service marks of other companies that are the property of their respective owners. Certain monetary amounts, percentages and other figures included in this presentation have been subject to rounding adjustments. Certain
other amounts that appear in this presentation may not sum due to rounding. This presentation may be deemed to be solicitation material in connection with the proposed acquisition of the Company by Permira pursuant to a definitive Agreement and
Plan of Merger (the “Merger Agreement”) between Spaceship Purchaser, Inc., Spaceship Group MergerCo, Inc. and the Company. In connection with the proposed merger, the Company has filed relevant materials with the SEC, including a proxy statement
which has been mailed or otherwise disseminated to the Company's stockholders. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE
SEC, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED MERGER. Stockholders may obtain free copies of the definitive proxy statement, any amendments or supplements thereto and other
documents containing important information about the Company or the proposed merger, once such documents are filed with the SEC, free of charge at the SEC’s website at www.sec.gov, or from the Company at https://investors.squarespace.com. This
document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as
amended. 13 Disclaimer
Grafico Azioni Squarespace (NYSE:SQSP)
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Da Nov 2024 a Dic 2024
Grafico Azioni Squarespace (NYSE:SQSP)
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Da Dic 2023 a Dic 2024
