AutoWeb, Inc. (Nasdaq: AUTO) (“AutoWeb” or the “Company”), an
automotive matchmaking platform connecting in-market car shoppers
to their preferred vehicle transactions, announced that it has
entered into a definitive merger agreement to be acquired by a
subsidiary (the “Purchaser”) of One Planet Group, LLC (“One Planet
Group”), under which the Purchaser will pay a cash purchase price
of $0.39 per share of AutoWeb. Payam Zamani, One Planet Group’s
CEO, will assume the role of President and CEO of AutoWeb, Inc.,
and Jared Rowe will transition out of the business.
“Not many founders
get the opportunity to return to a company that they helped create.
AutoWeb has been a pioneer in the online automotive industry and in
many ways directly influenced its evolution,” stated Payam Zamani,
CEO of One Planet Group. “It is now time for the company to
experience an evolution to prepare for the challenges and the
opportunities in the automotive industry of tomorrow.”
The acquisition, which has been approved by the
Company’s Board of Directors, based on the recommendation of a
Special Committee of the Board consisting of independent,
disinterested directors, is structured as a two-step merger, with
the first step being a tender offer for all issued and outstanding
shares of AutoWeb by the Purchaser and the second step being a
merger in which any shares of AutoWeb that were not tendered in the
tender offer would be converted into the right to receive the same
cash price per share as stockholders who tendered in the
tender offer. The factors considered by the Special Committee and
the Board are further described in the Current Report on Form 8-K
filed by the Company on the date of this release. The parties have
agreed to commence the tender offer by August 1, 2022.
The closing of the tender offer and acquisition
are subject to customary closing conditions and other terms and
conditions detailed in the merger agreement. The merger is expected
to close by September 16, 2022.
The Company is represented in this transaction
by its financial advisor, Houlihan Lokey, and its legal counsel,
Gibson Dunn & Crutcher LLP. One Planet Group is
represented by its legal counsel, Mayer Brown LLP.
About AutoWeb, Inc.AutoWeb,
Inc. provides high-quality consumer leads, clicks and
associated marketing services to automotive dealers and
manufacturers throughout the United States. The company also
provides consumers with robust and original online automotive
content to help them make informed car-buying decisions. The
company pioneered the automotive Internet in 1995 and has since
helped tens of millions of automotive consumers research vehicles;
connected thousands of dealers nationwide with motivated car
buyers; and has helped every major automaker market its brand
online.
Investors and other interested parties can
receive AutoWeb news alerts and special event invitations by
accessing the online registration form at
http://investor.autoweb.com/alerts.cfm.
About One Planet Group LLCOne
Planet Group is a hybrid tech firm that runs a suite of online
technology and media businesses. Founded by Payam Zamani, One
Planet Group is comprised of creative and technology pioneers who
develop, operate, and invest in people, concepts, companies, and
products. One Planet Group’s operating businesses span a variety of
industries including ad tech, publishing, and media. Their mission
is to support strong business ideas while also building an ethos
that helps improve society and gives back to communities.
Forward-Looking Statements
DisclaimerThe statements contained in this press release
that are not historical facts are forward-looking statements under
the federal securities laws. Words such as “anticipates,” “could,”
“may,” “estimates,” “expects,” “projects,” “intends,” “pending,”
“plans,” “believes,” “will” and words or phrases of similar
substance, or the negative of those words, used in connection with
any discussion of future operations, financial performance, plans,
events, trends or circumstances can be used to identify some, but
not all, forward-looking statements. In particular, statements
regarding the expected timing of the acquisition, plans,
expectations and opportunities, new product expectations and
capabilities, projections, statements regarding future events, and
our outlook regarding our performance and growth are
forward-looking statements. These forward-looking statements are
subject to risks and uncertainties, including uncertainties
regarding the expected timetable for completing the tender offer
and merger; uncertainties regarding the strategic and other
potential benefits of the transaction; uncertainties as to the
percentage of AutoWeb’s shareholders tendering their shares in the
tender offer; the possibility that competing offers may be made;
the possibility that various closing conditions for the tender
offer or the merger may not be satisfied or waived, including that
a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the merger; the occurrence of any
event, change or other circumstance that could give rise to the
termination of the merger agreement; the effects of disruption
caused by the transaction making it more difficult to maintain
relationships with employees, collaborators, vendors and other
business partners; the risk that shareholder litigation in
connection with the tender offer or the merger may result in
significant costs of defense, indemnification and liability; other
statements about AutoWeb’s or OnePlanet Group’s management’s future
expectations, beliefs, goals, plans or prospects; and the risks
described in AutoWeb’s periodic reports on file with the Securities
and Exchange Commission. Actual outcomes and results may differ
materially from what is expressed in, or implied by, these
forward-looking statements. AutoWeb undertakes no obligation to
update publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, except as required
by law. Among the important factors that could cause actual results
or outcomes to differ materially from those expressed in, or
implied by, the forward-looking statements include the factors
described in the Company’s previous announcement in its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2022 that its
management believes that there is substantial doubt about the
Company’s ability to continue as a going concern for a period of
one year after the date the financial statements were issued;
changes in general economic conditions; the financial condition of
automobile manufacturers and dealers; disruptions in automobile
production; changes in fuel prices; the economic impact of natural
or human-caused disasters, including extreme weather, civil and
political unrest, and armed hostilities; failure of our internet
security measures; dealer attrition; pressure on dealer fees;
increased or unexpected competition; the failure of new products
and services to meet expectations; failure to retain key employees
or attract and integrate new employees; actual costs and expenses
exceeding charges taken by AutoWeb; changes in laws and
regulations; costs of legal matters, including, defending lawsuits
and undertaking investigations and related matters; and other
matters disclosed in AutoWeb’s filings with the Securities and
Exchange Commission. Investors are strongly encouraged to review
the company’s Annual Report on Form 10-K for the year ended
December 31, 2021 and Quarterly Report on Form 10-Q for the quarter
ended March 31, 2022, including the factors discussed under the
“Risk Factors” heading in the Form 10-K and Form 10-Q, and other
filings with the Securities and Exchange Commission for a
discussion of risks and uncertainties that could affect the
business, operating results or financial condition of AutoWeb and
the market price of the company’s stock.
Additional Information
This press release is neither a recommendation, an offer to
purchase nor a solicitation of an offer to sell any securities of
the Company. The tender offer described in this release has not yet
commenced. This release is provided for informational purposes
only. At the time the tender offer is commenced, subsidiaries of
One Planet Group will file with the SEC a Tender Offer Statement on
Schedule TO containing an offer to purchase, a form of letter of
transmittal and other documents relating to the tender offer, and
the Company will file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the tender offer. THE
TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, THE RELATED
LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND
THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL
CONTAIN IMPORTANT INFORMATION. THE COMPANY’S STOCKHOLDERS ARE URGED
TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF THE
COMPANY’S SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING TENDERING THEIR SECURITIES. The offer to purchase, the
related letter of transmittal and certain other tender offer
documents, as well as the Solicitation/Recommendation Statement,
will be made available to all holders of the Company’s stock at no
expense to them. Those documents may be obtained without charge at
the SEC’s website at www.sec.gov or by directing a request to the
purchaser or its agent for the tender offer as will be set forth in
the tender offer documents. Free copies of those materials and
other tender offer documents will also be made available by the
information agent for the tender offer.
Company Contact:Carlton
HamerChief Financial
Officer949-225-4528carlton.hamer@autoweb.com
Investor Relations Contact:Cody
CreeGateway Group, Inc.949-574-3860AUTO@gatewayir.com
One Planet Group Contact:Miriam
CohenOne Planet Group310-592-5238miriam@oneplanetgroup.com
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