Internet Brands Announces Completion of Acquisition by Hellman & Friedman
17 Dezembro 2010 - 3:20PM
Marketwired
Internet Brands, Inc. (NASDAQ: INET), a leading Internet media
company, today announced that investment funds managed by Hellman
& Friedman LLC have completed the previously announced
acquisition of Internet Brands.
On December 16, 2010, Internet Brands' stockholders approved the
going-private transaction at a special meeting of stockholders.
Pursuant to the definitive merger agreement among Internet Brands,
Micro Acquisition Corp. and Micro Holding Corp., dated as of
September 17, 2010, Internet Brands stockholders will receive
$13.35 per share in cash, without interest and less any applicable
withholding taxes, for each share of common stock they owned
immediately prior to the effective time of the merger (other than
shares owned by Micro Holding Corp., Micro Acquisition Corp.,
Internet Brands and their subsidiaries, and by stockholders who
have perfected and not withdrawn a demand for appraisal rights).
Internet Brands' Class A common stock will cease trading on The
NASDAQ Global Select Market at the close of market today and will
be delisted.
Stockholders of record will receive a letter of transmittal and
instructions on how to surrender their shares of Internet Brands
common stock in exchange for the merger consideration. Stockholders
of record should wait to receive the letter of transmittal before
surrendering their shares.
Investing alongside lead investor Hellman & Friedman is JMI
Equity, a private equity firm focused on the Internet, software and
business services industries.
Simpson Thacher & Bartlett LLP served as counsel to Hellman
& Friedman. Munger, Tolles & Olson LLP served as counsel to
Internet Brands. Jefferies & Company, Inc. acted as exclusive
financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP
acted as legal advisor to the Special Committee of the Board of
Directors of Internet Brands.
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 70 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 energy &
industrials, software, business & marketing services, internet
& digital media, financial services, insurance, media, and
healthcare. For more information on Hellman & Friedman, visit
www.hf.com.
About JMI Equity
JMI Equity is a growth equity firm focused on investing in
leading software, internet, business services and healthcare IT
companies. Founded in 1992, JMI Equity has invested in more than
100 businesses in its target markets and has over $2.1 billion of
committed capital under management. JMI Equity provides capital for
growth, recapitalizations, acquisitions and buyouts. Representative
investments include Blackbaud, DoubleClick, Eloqua, Navicure,
Nimsoft and Service-now.com. For more information on JMI Equity,
visit www.jmiequity.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, which involve significant risks and uncertainties. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including
statements containing words such as "may," "could," "should,"
"will," "believe," "anticipate," "estimate," "expect," "intend,"
"plan," "target," "goal," similar expressions or statements of
current expectation or opinion and any statements of assumptions
underlying the foregoing. Investors and security holders are
cautioned not to place undue reliance on forward-looking
statements. Actual results could differ materially from those
currently anticipated due to a number of risks and uncertainties.
Risks and uncertainties that could cause results to differ from
expectations include risks relating to the ability to recognize
benefits of the merger, risks that the transaction may disrupt
current plans and operations, and potential difficulties in
employee retention as a result of the merger. Additional factors
that may affect the future results of Internet Brands are set forth
in its filings with the Securities and Exchange Commission,
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 September 30, 2010. Internet Brands does not undertake any
obligation to update any forward-looking statements as a result of
new information, future developments or otherwise, except as
required by law.
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Contacts: Investors Scott Friedman Chief Financial
Officer Internet Brands, Inc. 310-280-4000
Scott.Friedman@internetbrands.com Investors and Media Laura
Foster Senior Vice President Addo Communications 310-281-6346
Lauraf@addocommunications.com Brendan McManus Senior Account
Executive The Abernathy MacGregor Group for Hellman & Friedman
212-371-5999 bfm@abmac.com
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