Transaction Closed on December 31, 2014
FTD Board Expands From Seven to 11
Directors
FTD Companies, Inc. ("FTD") (Nasdaq:FTD) and Liberty Interactive
Corporation ("Liberty Interactive") (Nasdaq:QVCA), (Nasdaq:QVCB),
(Nasdaq:LVNTA), (Nasdaq:LVNTB) today announced the closing of the
acquisition by FTD of Liberty Interactive's Provide Commerce floral
and gifting business. Provide Commerce is now a wholly-owned
subsidiary of FTD.
As part of the transaction, FTD issued 10.2 million shares of
its common stock to Liberty Interactive as partial consideration
for the acquisition. In addition, FTD paid Liberty Interactive
$144.7 million in cash, which includes $23.3 million related to
cash on hand at closing and an estimated working capital
adjustment. As of the closing, FTD has approximately 29.2 million
shares outstanding, with Liberty Interactive owning approximately
35% of FTD shares outstanding.
FTD's management team will remain in place, with Robert S.
Apatoff continuing as President and CEO and Robert Berglass
continuing as Chairman of the FTD Board. In connection with the
closing of the transaction, the FTD Board will expand from seven to
11 directors, with Liberty Interactive selecting four new directors
for appointment to the Board.
"We welcome the Provide Commerce team to the FTD family and look
forward to bringing together Provide Commerce's complementary
collection of respected and highly recognizable e-commerce brands
with ours. We will create one of the most compelling selections of
floral and gifting products in the marketplace today, with greater
convenience and choice for our customers," said Mr. Apatoff.
"Together, we will expand the breadth of our brands and pursue
opportunities to further diversify our revenue streams. We will
also look to open up additional avenues for growth and innovation,
all with a goal of creating incremental value for FTD stockholders
over time."
Mr. Apatoff continued, "We are very pleased to welcome our four
new board members, Candace Duncan, Sue Ann Hamilton, Robin Pringle,
and Chris Shean. Each of these new directors will be a great
resource for FTD and we are looking forward to their future
contributions."
"We are excited to become the largest shareholder in FTD," said
Gregory B. Maffei, President and CEO of Liberty Interactive. "Rob
and his management team have built an impressive business and with
the addition of the complementary businesses of Provide Commerce we
are confident they will drive even greater value."
About FTD
FTD Companies, Inc. is a premier floral and gifting company.
Through our diversified family of brands, we provide floral and
gift products to consumers primarily in the United States, Canada,
the United Kingdom and the Republic of Ireland. We also provide
floral products and services to retail florists and other retail
locations throughout these same geographies. FTD has been
delivering flowers since 1910 and the highly-recognized FTD® and
Interflora® brands are supported by the iconic Mercury Man® logo
which is displayed in nearly 40,000 floral shops in approximately
150 countries. In addition to FTD and Interflora, our diversified
portfolio of brands includes the following trademarks: ProFlowers,
ProPlants, Shari's Berries, Personal Creations, Cherry Moon Farms,
Flying Flowers, Flowers Direct, Drake Algar, Kalla, Sincerely and
Gifts.com. FTD Companies, Inc. is headquartered in Downers Grove,
IL. For more information, please visit www.ftdcompanies.com.
About Liberty Interactive Corporation
Liberty Interactive Corporation operates and owns interests in a
broad range of digital commerce businesses. Those interests are
currently attributed to two tracking stock groups: the QVC Group
and the Liberty Ventures Group. The businesses and assets
attributed to the QVC Group (Nasdaq:QVCA), (Nasdaq:QVCB) consist of
Liberty Interactive's subsidiary, QVC, Inc., and its interest in
HSN, Inc., and the businesses and assets attributed to the Liberty
Ventures Group (Nasdaq:LVNTA), (Nasdaq:LVNTB) consist of all of
Liberty Interactive Corporation's businesses and assets other than
those attributed to the QVC Group, including its interests in
Expedia and FTD, its subsidiaries Backcountry.com,
Bodybuilding.com, CommerceHub, LMC Right Start and Evite, and
minority interests in Time Warner, Time Warner Cable, Lending Tree
and Interval Leisure Group.
Cautionary Information Regarding Forward-Looking
Statements
This release contains certain forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, as amended, based on our
current expectations, estimates and projections about our
operations, industry, financial condition, performance, results of
operations, and liquidity. Statements containing words such as
"may," "believe," "anticipate," "expect," "intend," "plan,"
"project," "projections," "business outlook," "estimate," or
similar expressions constitute forward-looking statements. These
forward-looking statements include, but are not limited to,
statements about our strategies; statements regarding acquisitions,
including the acquisition of Provide Commerce; the anticipated
benefits of our separation from United Online; future financial
performance; revenues; segment metrics; operating expenses; market
trends, including those in the markets in which we compete;
liquidity; cash flows and uses of cash; capital expenditures;
depreciation and amortization; tax payments; foreign currency
exchange rates; hedging arrangements; our ability to repay
indebtedness and invest in initiatives; our products and services;
pricing; marketing plans; competition; settlement of legal matters;
and the impact of accounting changes and other pronouncements.
Potential factors that could affect these forward-looking
statements include, among others, the factors disclosed in the
Company's press release issued on July 30, 2014 and the Company's
definitive proxy statement filed on November 3, 2014, relating to
the acquisition of Provide Commerce and the factors disclosed in
the Company's other filings with the Securities and Exchange
Commission (www.sec.gov), including without limitation, information
under the captions "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Risk Factors."
Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis
only as of the date hereof. Any such forward-looking statements are
not guarantees of future performance or results and involve risks
and uncertainties that may cause actual performance and results to
differ materially from those predicted. Reported results should not
be considered an indication of future performance. Except as
required by law, we undertake no obligation to publicly release the
results of any revision or update to these forward-looking
statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events.
CONTACT: Contacts for FTD
Investor Relations:
Jandy Tomy
630-724-6984
ir@ftdi.com
Media Inquiries:
Emily Bucholz
630-724-6692
pr@ftdi.com
Contacts for Liberty Interactive Corporation
Investor Relations:
Courtnee Ulrich
720-875-5420
courtnee@libertymedia.com
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