j2 Global, Inc. (NASDAQ: JCOM) and its subsidiary, Ziff Davis,
LLC, today announced that Ziff Davis has successfully completed its
tender offer to purchase all outstanding shares of the common stock
of Everyday Health, Inc. (NYSE: EVDY) (“Everyday Health”), for
$10.50 per share in cash.
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The tender offer expired at 12:00 midnight, New York City time,
on December 2, 2016. As of expiration, 30,147,384 shares had been
validly tendered and not validly withdrawn, representing
approximately 87.8% of Everyday Health shares of common stock. The
conditions to the tender offer were satisfied, and Ziff Davis has
accepted for payment and will promptly pay the depositary for all
validly tendered shares.
Ziff Davis expects to complete the acquisition of Everyday
Health later today through a merger without a vote or meeting of
Everyday Health’s stockholders, pursuant to Section 251(h) of the
General Corporation Law of the State of Delaware. Each of the
remaining shares of Everyday Health common stock not purchased in
the tender offer will be converted into the right to receive the
same $10.50 in cash that will be paid in the tender offer. Upon
completion of the merger, Everyday Health will become a wholly
owned subsidiary of Ziff Davis. Everyday Health's common stock will
no longer be listed on the New York Stock Exchange starting
December 6, 2016.
j2 Global and Ziff Davis invite the public, members of the
press, the financial community, stockholders and other interested
parties to listen to a live Webcast today at 5:00 p.m. ET to
discuss this transaction. Materials presented during the call will
be posted on j2’s website at j2global.com. Materials presented
during the Webcast will be posted on j2’s website at j2global.com
in advance of the Webcast under the tab “Investors.”
Hemi Zucker, chief executive officer of j2; Scott Turicchi,
president and chief financial officer of j2; and Vivek Shah, chief
executive officer of Ziff Davis, will host the call.
What: j2 Global, Inc. and Ziff Davis, LLC Conference CallWhen: 5
p.m. EST, December 5th, 2016Where: www.j2global.com or dial in at
877-407-8029Webcast link:
http://edge.media-server.com/m/p/5iybzxu8
Information About Forward-Looking Statements
This document contains forward-looking statements. These
statements are based on j2’s estimates and assumptions and are
subject to risks and uncertainties. Forward-looking statements
include the information concerning j2’s possible or assumed future
results of operations and the transactions contemplated by the
merger agreement. Forward-looking statements also include those
preceded or followed by the words “anticipates,” “believes,”
“estimates,” “hopes” or similar expressions. j2’s actual results
may differ materially from those anticipated in these
forward-looking statements as a result of many factors, including
but not limited to the risk that Ziff Davis’ business and/or
Everyday Health’s business will be adversely impacted following the
acquisition and the risk that the operations of the two companies
will not be integrated successfully. For a further list and
description of these and other important risks and uncertainties
that may affect j2’s future operations, see Part II, Item 1A -
“Risk Factors” of the Quarterly Reports on Form 10-Q (if any) j2
has filed or will file hereafter and in Part I, Item 1A - “Risk
Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2015 (together, the “Risk Factors”), and the factors
discussed in the sections in j2’s Quarterly Reports on Form 10-Q
entitled “Quantitative and Qualitative Disclosures About Market
Risk.” Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management’s opinions
only as of the date hereof. j2 undertakes no obligation to revise
or publicly release the results of any revision to these
forward-looking statements. Readers should carefully review the
Risk Factors and the risk factors set forth in other documents j2
files from time to time with the United States Securities and
Exchange Commission (the “SEC”).
About Ziff Davis, LLC
Ziff Davis, a subsidiary of j2 Global, Inc., is a leading global
digital-media company operating in the technology, gaming,
entertainment and lifestyle verticals. Its brands – IGN, PCMag,
AskMen, Speedtest, Offers, ExtremeTech, Geek, Toolbox,
TechBargains, emedia and Salesify produce and distribute premium
content across multiple platforms and devices. It delivers
advertising, performance marketing and licensing solutions to
thousands of clients worldwide.
About j2 Global
j2 Global, Inc. provides Internet services through two
divisions: Business Cloud Services and Digital Media. The Business
Cloud Services Division offers Internet fax, virtual phone, hosted
email, email marketing, online backup, unified communications and
CRM solutions. It markets its services principally under the brand
names eFax®, eVoice®, FuseMail®, Campaigner®, KeepItSafe®,
Livedrive®, Onebox®, and LiveVault®, and operates a messaging
network spanning 50 countries on six continents. The Digital Media
Division offers technology, gaming and lifestyle content through
its digital properties, which include IGN, PCMag, AskMen,
Speedtest, Offers, ExtremeTech, Geek, Toolbox, TechBargains, emedia
and Salesify. As of December 31, 2015, j2 had achieved 20
consecutive fiscal years of revenue growth. For more information
about j2, please visit www.j2global.com.
About Everyday Health, Inc.
Everyday Health, Inc. is a leading provider of digital health
marketing and communications solutions. Everyday Health attracts a
large and engaged audience of consumers and healthcare
professionals to its premier health and wellness properties, and
utilizes its data and analytics expertise to deliver highly
personalized content experiences and efficient and effective
marketing and engagement solutions. Everyday Health enables
consumers to manage their daily health and wellness needs,
healthcare professionals to stay informed and make better decisions
for their patients, and marketers, health payers and providers to
communicate and engage with consumers and healthcare professionals
to drive better health outcomes. Everyday Health's content and
solutions are delivered through multiple channels, including
desktop, mobile web, and mobile phone and tablet applications, as
well as video and social media.
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j2 Global, Inc.Laura Hinson, 800-577-1790press@j2.com
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