Internet Brands, Inc. (NASDAQ: INET), a leading Internet media
company, today announced that it has entered into a definitive
merger agreement to be acquired by an affiliate of Hellman &
Friedman Capital Partners VI, L.P. in a transaction valued at
approximately $640 million. Under the terms of the agreement,
Internet Brands stockholders will receive $13.35 in cash for each
outstanding share of common stock they own. This price represents a
premium of approximately 46.5% over the closing price on September
17, 2010.
The Board of Directors, on the unanimous recommendation of a
Special Committee of independent directors, approved the merger
agreement and recommends that Internet Brands' stockholders adopt
the merger agreement.
"We are very happy for our stockholders -- this is a great
outcome. And we're excited about continuing to build our business
with a great new partner," said Bob Brisco, CEO of Internet Brands.
"We are deeply grateful to those who have shared the journey with
us this far. And we are looking forward to the next leg of building
a powerful New Media company with our new owners."
"Internet Brands is a uniquely positioned internet media
company," said Andy Ballard, Managing Director at Hellman &
Friedman. "The company has built an impressive platform for branded
vertical websites. We look forward to partnering with Bob and the
entire Internet Brands team to support the company's continued
success."
Debt financing commitments have been provided by Bank of
America, N.A., BMO Capital Markets, GE Capital and RBC Capital
Markets. Idealab, which beneficially owns approximately 19% of
Internet Brands' outstanding common stock and approximately 64% of
the voting power of the company, has entered into a voting
agreement with an affiliate of Hellman & Friedman relating to
the merger agreement. The transaction is subject to stockholder
approval, including approval by holders of a majority of the
outstanding common stock not owned by Idealab and certain other
excluded parties, and customary closing conditions. The transaction
is expected to close in the fourth quarter of 2010.
Jefferies & Company, Inc. is acting as exclusive financial
advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting
as legal advisor to the Special Committee of the Board of Directors
of Internet Brands. Munger, Tolles & Olson LLP is serving as
counsel to Internet Brands. Simpson Thacher & Bartlett LLP is
serving as counsel to Hellman & Friedman.
Important Additional Information Will Be Filed
With The SEC
In connection with the proposed transaction, Internet Brands
will file a proxy statement and other materials with the Securities
and Exchange Commission ("SEC"). WE URGE INVESTORS
TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT INTERNET BRANDS AND THE PROPOSED
TRANSACTION. Investors may obtain free copies of the proxy
statement (when available) as well as other filed documents
containing information about Internet Brands at http://www.sec.gov,
the SEC's free internet site. Free copies of Internet Brands' SEC
filings including the proxy statement (when available) are also
available on Internet Brands' internet site at
http://www.internetbrands.com/ under "Investors."
Internet Brands and its executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of
proxies from Internet Brands' stockholders with respect to the
proposed transaction. Information regarding the officers and
directors of Internet Brands is included in the Definitive Proxy
Statement on Schedule 14A filed with the SEC on April 29, 2010 with
respect to the 2010 Annual Meeting of Stockholders of Internet
Brands. More detailed information regarding the identity of the
potential participants, and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the proxy
statement and other materials to be filed with SEC in connection
with the proposed transaction.
About Internet Brands, Inc. Internet
Brands, Inc. (NASDAQ: INET) is a unique and leading Internet media
company. The company owns and operates more than 100 websites that
are leaders in their vertical markets. In total, these sites
organically attract (without paid marketing) approximately 62
million unique visitors per month. The vast majority of these sites
have very strong community participation. Internet Brands is unique
in its ability to monetize Internet audiences. The company's
proprietary platform optimizes yields from its more than 40,000
direct advertisers spanning seven vertical categories. The platform
is core to the company's acquisitions strategy, providing a
cost-efficient and scalable approach to expanding the company's
online footprint. Internet Brands was founded in 1998 by Idealab, a
creator and operator of technology companies based in Pasadena,
California.
About Hellman & Friedman
Hellman & Friedman LLC is a leading private equity
investment firm with offices in San Francisco, New York and London.
Since its founding in 1984, Hellman & Friedman has raised over
$25 billion of committed capital. The Firm focuses on investing in
superior business franchises and serving as a value-added partner
to management in select industries including internet & digital
media, software, business & marketing services, financial
services, insurance, media, healthcare and energy &
industrials. Relevant past investments include: Web Reservations
International, Getty Images, Inc., Catalina Marketing Corporation,
The Nielsen Company and DoubleClick, Inc. For more information on
Hellman & Friedman, visit www.hf.com.
Safe Harbor Statement
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. All forward-looking statements, by their nature, are
inherently subject to uncertainties, risks and changes in
circumstances that are difficult to predict. The forward-looking
statements include, without limitation, statements relating to the
benefits of the proposed transaction, statements relating to future
performance of Internet Brands, statements relating to the
completion of the proposed transaction, and other statements
containing words such as "may," "could," "should," "would,"
"believe," "anticipate," "estimate," "expect," "intend," "plan,"
"target," "goal," and similar expressions or statements of current
expectation, assumption or opinion. There are a number of risks and
uncertainties that could cause actual results to differ materially
from these forward-looking statements, including the following: (1)
Internet Brands may be unable to obtain stockholder approval as
required for the transaction; (2) conditions to the closing of the
transaction may not be satisfied; (3) the transaction may involve
unexpected costs, liabilities or delays; (4) the business of
Internet Brands may suffer as a result of uncertainty surrounding
the transaction; (5) the outcome of any legal proceedings that may
be instituted against Internet Brands and others following the
announcement of the merger agreement; (6) Internet Brands may be
adversely affected by other economic, business, and/or competitive
factors; (7) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (8) the ability to recognize benefits of the merger; (9)
risks that the transaction disrupts current plans and operations
and the potential difficulties in employee retention as a result of
the merger; and (10) other risks to consummation of the
transaction, including the risk that the transaction will not be
consummated within the expected time period or at all. Additional
factors that may affect the future results of Internet Brands are
set forth in its filings with the SEC, including its recent filings
on Forms 10-K, 10-Q and 8-K, including, but not limited to, those
described in Internet Brands' Annual Report on Form 10-K for the
annual period ended December 31, 2009 and the Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2010.
In light of these risks, uncertainties, assumptions and factors,
the forward-looking events discussed in this press release may not
occur. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date stated,
or if no date is stated, as of the date of this press release.
Internet Brands is not under any obligation and does not intend to
make publicly available any update or other revisions to any of the
forward-looking statements contained in this press release to
reflect circumstances existing after the date of this press release
or to reflect the occurrence of future events even if experience or
future events make it clear that any expected results expressed or
implied by those forward-looking statements will not be
realized.
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