Vista Equity Partners Announces Successful Completion of Cash Tender Offer for Shares of ACTIVE Network
15 Novembro 2013 - 11:40AM
Business Wire
Darko Dejanovic Appointed Chief Executive
Officer
ACTIVE Network (NYSE: ACTV) (the “Company” or “ACTIVE”) and
Vista Equity Partners (“Vista”) today announced the successful
completion of the tender offer (the “Offer”) by Athlaction Merger
Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Athlaction
Holdings, LLC (“Parent”) and an affiliate of Vista for all of the
outstanding shares of common stock of the Company at a price of
$14.50 per share, net to the seller in cash without interest.
The Offer expired at 12:00 midnight, New York City time, on
November 15, 2013 (one minute after 11:59 p.m., New York City
time, on November 14, 2013), and a total of 56,740,092 shares were
tendered into and not withdrawn from the Offer (not including
2,424,721 shares tendered pursuant to notices of guaranteed
delivery), representing approximately 87% of ACTIVE’s outstanding
shares. The condition to the Offer that at least a majority of the
outstanding shares of ACTIVE’s common stock on a fully diluted
basis be validly tendered and not validly withdrawn prior to the
expiration of the Offer was satisfied, and, accordingly, all shares
that were validly tendered and not validly withdrawn were accepted
for payment and Parent is promptly paying for all such tendered
shares in accordance with the terms of the Offer.
As a result of its acceptance of the shares tendered in the
Offer, Vista has acquired a sufficient number of shares of ACTIVE’s
common stock to close the merger of Merger Sub with and into ACTIVE
without the affirmative vote of ACTIVE’s other stockholders
pursuant to Section 251(h) of the Delaware General Corporation
Law.
Upon completion of the merger ACTIVE will become a wholly owned
portfolio company of Vista. In the merger, each share of ACTIVE
that was not validly tendered in the Offer (other than shares held
by Parent, Merger Sub or ACTIVE (or held in ACTIVE’s treasury), any
subsidiary of Parent or ACTIVE, or by any stockholder of ACTIVE who
or which is entitled to and properly demands appraisal of such
shares pursuant to, and complies in all respects with, the
applicable provisions of Delaware law) will be cancelled and
converted into the right to receive the same $14.50 per share in
cash, without interest, that was paid in the Offer. In addition,
the parties anticipate that the common stock of ACTIVE will cease
to be traded on the New York Stock Exchange at the close of market
on November 15, 2013, following completion of the merger.
In addition, ACTIVE today announced that, following the closing
of the merger, Darko Dejanovic, the Company’s President, will be
named CEO with immediate effect. "I am excited to partner with
Vista as we take ACTIVE through its next phase of growth," said
Darko Dejanovic. "We will immediately focus on continued quality,
execution and consistency across our business so we may broaden our
leadership position in the market."
About ACTIVE NETWORK
ACTIVE Network is the leading provider of Activity and
Participant Management™ solutions. ACTIVE’s technology platform
makes managing and operating all types of activities, events and
organizations smarter and more efficient. ACTIVE powers over 55,000
global customers and builds leading vertical technology
applications for the markets it serves. ACTIVE’s leading ACTIVE
Works cloud platform scales with its customers, large and small.
ACTIVE Network was founded in 1999, is headquartered in San Diego,
California, and has offices worldwide. For more information, please
visit: http://www.activenetwork.com or
follow the Company @ACTIVENetwork.
About Vista Equity Partners
Vista Equity Partners, a U.S. based private equity firm with
offices in San Francisco, Chicago and Austin, currently invests
over $7 billion in capital committed to dynamic, successful
technology-based organizations led by world-class management teams
with long-term perspective. Vista is a value-added investor,
contributing professional expertise and multi-level support towards
companies realizing their full potential. Vista’s investment
approach is anchored by a sizable long-term capital base,
experience in structuring technology-oriented transactions, and
proven management techniques that yield flexibility and opportunity
in private equity investing. For further information please visit
www.vistaequitypartners.com.
Cautionary Notice Regarding Forward-Looking
Statements
This press release contains forward-looking statements. When
used in this press release, the words “can,” “will,” “believes,”
“intends,” “expects,” “is expected,” similar expressions and any
other statements that are not historical facts are intended to
identify those assertions as forward-looking statements. Such
statements are based on a number of assumptions that could
ultimately prove inaccurate, and are subject to a number of risks.
ACTIVE does not assume any obligation to update any forward-looking
statement, whether as a result of new information, future events or
otherwise, unless required by law.
Investor:The Blueshirt GroupBrinlea Johnson,
1-212-331-8424Brinlea@BlueshirtGroup.comorThe Blueshirt GroupAllise
Furlani,
1-212-331-8433Allise@BlueshirtGroup.comorMedia:ACTIVE
NetworkKristin Carroll,
1-858-964-3834Kristin.Carroll@activenetwork.com
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