Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed in the Current
Report on Form 8-K filed by the Company on October 21, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Ziff Davis, LLC, a Delaware limited liability company (“Parent”), Project Echo Acquisition Corp.,
a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”) and j2 Global, Inc., a Delaware corporation
(“j2”).
Pursuant to the Merger Agreement, on November
2, 2016, Purchaser commenced a tender offer to purchase all outstanding shares of the Company’s common stock (the “Shares”)
at a purchase price of $10.50 per Share, net to the holder in cash, without interest, subject to any withholding of taxes, upon
the terms and subject to the conditions set forth in the Offer to Purchase, dated November 2, 2016, and the related Letter of Transmittal
(which, collectively, together with all amendments and supplements thereto, constitute the “Offer”).
On December 5, 2016, Parent announced
that the offering period and withdrawal rights of the Offer had expired at one minute after 11:59 p.m., Eastern Time, on December
2, 2016 (the “Expiration Time”). American Stock Transfer & Trust Company, LLC, the depositary for the Offer, has
indicated that a total of 30,147,717 Shares were validly tendered and not validly withdrawn pursuant to the Offer as of
the Expiration Time, representing approximately 87.8% of the outstanding Shares as of the Expiration Time. Of these
Shares, 1,032,326 Shares were tendered pursuant to guaranteed delivery procedures, representing approximately 3.0%
of the outstanding Shares as of the Expiration Time. The number of Shares tendered (excluding Shares tendered pursuant to guaranteed
delivery procedures that have not yet been received) satisfied the minimum condition of the Offer, which enabled the Merger (as
defined below) to occur under Delaware law without a vote of the Company’s stockholders. All conditions to the Offer being
satisfied, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn during the offering period, and
Purchaser will promptly pay for all such Shares, if it has not already done so, in accordance with the terms of the Offer.
Following the acceptance of the Offer,
the remaining conditions to the Merger (as defined below), as set forth in the Merger Agreement, were satisfied. On December 5,
2016, Parent completed its acquisition of the Company pursuant to the terms of the Merger Agreement. On that date, Purchaser merged
with and into the Company (the “Merger”) upon the filing on that date of a certificate of merger with the Secretary
of State of the State of Delaware (the “Effective Time”) in accordance with Section 251(h) of the Delaware General
Corporation Law (the “DGCL”), with the Company surviving as a wholly owned subsidiary of Parent. Pursuant to the Merger
Agreement, at the Effective Time, each outstanding Share not tendered and accepted for payment in the Offer (other than Shares
(i) held by the Company or any wholly owned subsidiary of the Company (or held in the Company’s treasury), (ii) held by Parent,
Purchaser or any wholly owned subsidiary of Parent or Purchaser or (iii) held by a holder who is entitled to demand and properly
demands appraisal for such Shares in accordance with Section 262 of the DGCL) was converted into the right to receive $10.50 per
Share, net to the holder in cash, without interest (the “Merger Consideration”), subject to any withholding of taxes.
As of the Effective Time, by virtue of
the Merger, each of the Company’s stock options (the “Stock Options”) outstanding, vested and unexercised as
of immediately prior to the Effective Time (after giving effect to the accelerated vesting of Stock Options pursuant to certain
agreements with the Company’s officers, directors and employees prior to the Effective Time) was cancelled and converted
into the right to receive the Merger Consideration payable in respect of each Share subject to such Stock Option (less the applicable
exercise price payable per Share under such Stock Option). All Stock Options that had an exercise price per Share greater than
or equal to the Merger Consideration and all unvested portions of each Stock Option outstanding immediately prior to the Effective
Time were cancelled at the Effective Time for no consideration or payment.
In addition, as of the Effective Time,
by virtue of the Merger, each of the Company’s restricted stock units (the “RSUs”) outstanding immediately prior
to the Effective Time was cancelled and converted into the right to receive the Merger Consideration payable in respect of each
Share issuable in settlement of such RSU (after giving effect to the accelerated vesting of RSUs pursuant to certain agreements
with the Company’s officers, directors and employees prior to the Effective Time). Any outstanding RSUs that were not accelerated
prior to the Effective Time were, immediately prior to Effective Time, cancelled and extinguished for no consideration.
Further, as of the Effective Time, by virtue
of the Merger, each of the Company’s warrants outstanding and unexercised immediately prior to the Effective time was cancelled.
The foregoing description of the Merger
Agreement and the related transactions does not purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with
the Securities and Exchange Commission (the “SEC”) on October 21, 2016, and is incorporated herein by reference.