Shutterfly, Inc. stockholders to receive $51.00
per share in cash
Shutterfly, Inc. (Nasdaq: SFLY) (“Shutterfly” or the “Company”),
a leading retailer and manufacturing platform dedicated to helping
capture, preserve, and share life’s important moments, today
announced that it has entered into a definitive agreement with
affiliates of certain funds (the “Apollo Funds”) managed by
affiliates of Apollo Global Management, LLC (together with its
consolidated subsidiaries, “Apollo”) (NYSE: APO), a leading global
alternative investment manager, pursuant to which the Apollo Funds
will acquire all the outstanding shares of Shutterfly for $51.00
per share in cash, or enterprise value of approximately $2.7
billion.
The $51.00 per share cash consideration represents a premium of
31% when compared to Shutterfly’s unaffected closing stock price of
$38.91 on April 23, 2019, the last trading day before a
media report was published speculating that Apollo Funds were
considering a bid for the Company. The Shutterfly Board of
Directors unanimously approved the agreement with the Apollo Funds
and recommends that Shutterfly stockholders vote in favor of the
transaction.
“Earlier this year, Shutterfly announced the formation of a
Strategic Review Committee to continue the Board of Directors’
ongoing review of strategic alternatives for the Company,” said
William Lansing, Shutterfly’s Chairman of the Board. “We ran a
broad and comprehensive process, engaging with a significant number
of potential buyers, and are pleased that the process culminated in
a transaction that maximizes value for Shutterfly stockholders. We
look forward to working closely with Apollo as we continue to build
a compelling service that enables deeper, more personal
relationships for our customers, and to advance our digital and
manufacturing capabilities to support sustainable growth.”
“Shutterfly has cultivated a deep connection with customers
through its three divisions, Shutterfly Consumer, Shutterfly
Business Solutions and Lifetouch, each of which we view as
exceptional platforms with leading positions in their respective
segments,” said David Sambur, Senior Partner at Apollo. “At a time
when billions of photos are taken every day, Shutterfly has led the
charge as a pioneer of personalized photo products and school
photography, helping consumers capture, preserve and share life’s
most important moments. We are excited to work with Shutterfly’s
leadership and talented team of dedicated employees to grow each of
the businesses and further enhance customer relationships across
both Shutterfly and Lifetouch.”
Lansing continued, “This transaction is a testament to our
outstanding team of talented employees and the company they have
built. What began as a digital photo printing company is now a
large and diversified business that has successfully evolved with
our customers. As we enter this exciting new chapter for
Shutterfly, Apollo is an ideal strategic partner, as they will
provide additional resources and industry knowledge while we
continue to work on our important business initiatives.”
In a separate press release issued today, Shutterfly announced
the appointment of Ryan O’Hara as its President and Chief Executive
Officer, effective June 24, 2019.
Transaction Details
The transaction is expected to close by early fourth quarter
2019. The transaction is subject to customary closing conditions,
including approval by Shutterfly stockholders and receipt of
clearance under the Hart-Scott-Rodino Antitrust Improvements Act of
1976.
Upon completion of the transaction, Shutterfly will become a
privately held company, and its shares will no longer be listed on
the NASDAQ Global Select Market.
Advisors and Financing Providers
Morgan Stanley & Co. LLC is acting as financial advisor to
Shutterfly, and Fenwick & West LLP is acting as its legal
counsel.
Financing is being provided by Barclays, Citi and SunTrust
Robinson Humphrey, Inc. (or a lending affiliate), who are also
serving as financial advisors to the Apollo Funds. LionTree, UBS
Investment Bank and Evercore are also serving as financial advisors
to the Apollo Funds. Paul, Weiss, Rifkind, Wharton & Garrison
LLP is acting as legal counsel to the Apollo Funds.
About Shutterfly
Shutterfly, Inc. is a leading retailer and manufacturing
platform for personalized products and communications. Founded in
1999, Shutterfly, Inc. has three divisions: Shutterfly Consumer,
Lifetouch, and Shutterfly Business Solutions. Shutterfly Consumer
and Lifetouch help consumers capture, preserve, and share life’s
important moments through professional and personal photography,
and personalized products. The Shutterfly brand brings photos to
life in photo books, gifts, home décor, and cards and stationery.
Lifetouch is the national leader in school photography, built on
the enduring tradition of “Picture Day”, and also serves families
through portrait studios and other partnerships. Shutterfly
Business Solutions delivers digital printing services that enable
efficient and effective customer engagement through personalized
communications. For more information about Shutterfly, Inc.
(Nasdaq: SFLY), visit www.shutterflyinc.com.
About Apollo
Apollo is a leading global alternative investment manager with
offices in New York, Los Angeles, San Diego, Houston, Bethesda,
London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore,
Hong Kong, Shanghai and Tokyo. Apollo had assets under management
of approximately $303 billion as of March 31, 2019 in private
equity, credit and real assets funds invested across a core group
of nine industries where Apollo has considerable knowledge and
resources. For more information about Apollo, please visit
www.apollo.com.
Additional Information and Where to Find It
In connection with the proposed transaction, Shutterfly will
file relevant materials with the SEC, including a preliminary and
definitive proxy statement. Promptly after filing the definitive
proxy statement, Shutterfly will mail the definitive proxy
statement and a proxy card to the stockholders of Shutterfly.
SHUTTERFLY STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Stockholders of Shutterfly will be able to obtain a free copy of
these documents, when they become available, at the website
maintained by the SEC at www.sec.gov or free of charge at
www.shutterflyinc.com.
Additionally, Shutterfly will file other relevant materials in
connection with the proposed acquisition of Shutterfly by the
Apollo Funds pursuant to the terms of an Agreement and Plan of
Merger by and among, the Apollo Funds and Shutterfly. Shutterfly
and its directors, executive officers and other members of its
management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Shutterfly
stockholders in connection with the proposed transaction.
Information concerning the interests of Shutterfly’s participants
in the solicitation, which may, in some cases, be different than
those of Shutterfly’s stockholders generally, are available in
Shutterfly’s proxy statement for its 2019 annual meeting of
stockholders, which was filed with the SEC on April 8, 2019. To the
extent holdings of securities by Shutterfly’s directors or
executive officers have changed since the amounts disclosed in its
proxy statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Additional information regarding these persons and their interests
in the proposed transaction will be set forth in the definitive
proxy statement relating to the proposed transaction when it
becomes available. These documents are available free of charge at
the SEC’s web site at www.sec.gov or by going to Shutterfly’s
website at www.shutterflyinc.com.
Forward-Looking Statements
This media release contains “forward-looking” statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, that involve risks and uncertainties. If such risks or
uncertainties materialize, the results of Shutterfly could differ
materially from those expressed or implied by such forward-looking
statements. You can identify these statements by the use of
terminology such as “believe”, “expect”, “will”, “should”, “could”,
“estimate”, “anticipate” or similar forward-looking terms. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including any
statements regarding the expected timing of the completion of the
transaction; the ability of the Apollo Funds and Shutterfly to
complete the proposed transaction considering the various
conditions to the transaction, some of which are outside the
parties’ control, including those conditions related to regulatory
approvals; the expected benefits and costs of the proposed
transaction contemplated by this document; the expectation that
Shutterfly will further enhance its customer relationships and
digital and manufacturing capabilities; the belief that the
agreement maximizes Shutterfly’s value for its stockholders; any
statements concerning the expected development, performance, market
share or competitive performance relating to Shutterfly’s products
or services; any statements regarding Shutterfly’s foundation of
strong assets, the quality of its employees or its business
strategy with respect to each of its three business segments; any
statements regarding Apollo’s future intention with Shutterfly; any
statements of expectation or belief; and any statements of
assumptions underlying any of the foregoing. Risks, uncertainties
and assumptions include, but are not limited to, the failure to
satisfy any of the conditions to the consummation of the proposed
transaction, including the approval of the merger agreement by
Shutterfly stockholders and the receipt of certain governmental and
regulatory approvals; the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement; the effect of the announcement or pendency of the
proposed transaction on Shutterfly’s business relationships,
operating results and business generally; risks that the proposed
transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the proposed
transaction; risks related to diverting management’s attention from
Shutterfly’s ongoing business operations; the outcome of any legal
proceedings that may be instituted against Shutterfly related to
the merger agreement or the proposed transaction; unexpected costs,
charges or expenses resulting from the proposed transaction; the
effect of any negative changes in general economic conditions; and
other risks that are described in the SEC reports of Shutterfly,
including but not limited to the risks described in Shutterfly’s
Annual Report on Form 10-K for its fiscal year ended December 31,
2018 and subsequent quarterly reports on Form 10-Q, and that are
otherwise described or updated from time to time in other filings
with the SEC. The Apollo Funds and Shutterfly assume no obligation
and do not intend to update these forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20190610005748/en/
For ShutterflyInvestor Relations:Shawn
Tabak650-610-6026stabak@shutterfly.comMedia Relations:Sondra
Harding650-610-5129sharding@shutterfly.comFor investor inquiries
regarding Apollo Global Management:Gary M. SteinHead of
Corporate CommunicationsApollo Global Management,
LLC212-822-0467gstein@apollo.comAnn DaiInvestor Relations
ManagerApollo Global Management,
LLC212-822-0678adai@apollo.comFor media inquiries regarding
Apollo Global Management:Charles ZehrenRubenstein Associates,
Inc. for Apollo Global Management,
LLC212-843-8590czehren@rubenstein.com
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