Written Communication by the Subject Company Relating to a Third Party Tender Offer (sc14d9c)
21 Outubro 2016 - 7:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities
Exchange Act of 1934
EVERYDAY HEALTH, INC.
(Name of Subject Company)
EVERYDAY HEALTH, INC.
(Name of Person Filing Statement)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
300415 106
(CUSIP Number of Class of Securities)
Alan Shapiro
Executive Vice President
& General Counsel
Everyday Health, Inc.
345 Hudson Street, 16th Floor
New York, NY 10014
(646) 728-9500
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
With copies to:
Babak Yaghmaie
Darren DeStefano
Ron Hopkinson
Cooley LLP
1114 Avenue of the Americas
New York, NY 10036-7798
(212) 479-6000
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x
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Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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On October 21, 2016, Everyday Health, Inc. (“Everyday
Health”) issued a press release announcing the entry into an Agreement and Plan of Merger (the “Merger Agreement”)
with Ziff Davis, LLC (“Ziff Davis”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions
thereof, Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Ziff Davis (the “Purchaser”),
will commence a tender offer (the “Offer”) no later than November 1, 2016, to acquire all of the outstanding shares
of common stock of the Company at a purchase price of $10.50 per share in cash (the “Offer Price”), without interest,
subject to any required withholding of taxes.
Following the completion of the Offer, and subject to the satisfaction
or waiver of certain conditions set forth in the Merger Agreement, the Purchaser will merge with and into Everyday Health, with
Everyday Health surviving as a wholly-owned subsidiary of Ziff Davis (the “Merger”).
This Schedule 14D-9 filing consists of the following documents
relating to the proposed Offer and Merger:
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(i)
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Letter to Everyday Health employees, first sent on October 21, 2016.
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(ii)
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Employee FAQs, first used on October 21, 2016.
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The information set forth under Items 1.01 and 9.01 of the Current
Report on Form 8-K filed by the Company on October 21, 2016 (including all exhibits attached thereto) is incorporated herein by
reference.
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