Rightside and Donuts Announce Definitive Merger Agreement
14 Juin 2017 - 2:30PM
Donuts to Acquire Rightside for $10.60 Per Share
in Cash
Rightside Group, Ltd. (NASDAQ:NAME) and Donuts Inc., a leading
domain name registry for new domain extensions, today announced
that the two companies have entered into an Agreement and Plan of
Merger (the “Merger Agreement”), pursuant to which Donuts will
acquire Rightside for $10.60 per share in an all-cash tender offer,
for an aggregate purchase price of approximately $213MM. The
purchase price represents a premium of approximately 12% percent
over Rightside’s average closing price for the 30-day trading
period ended June 13, 2017 and a premium of approximately 22%
percent over Rightside’s average enterprise value (excluding cash)
for such period.
The Merger Agreement was unanimously approved by Rightside’s
Board of Directors following a comprehensive review of strategic
and financial alternatives that Rightside announced in the first
quarter of 2017.
“We believe that this agreement offers a substantial cash
premium to our shareholders,” said Taryn Naidu, Rightside chief
executive officer. “We look forward to working closely with Donuts
to consummate this merger.”
“Donuts and Rightside have a long history of working together,
and we are delighted to take the next step with this transaction,”
said Bruce Jaffe, Donuts chief executive officer. “We believe that
the combined company will be well positioned to serve our registrar
customers and the millions of businesses and individuals who are
embracing new ways to brand their online identities.”
Pursuant to the terms of the Merger Agreement, the transaction
will be completed through an all-cash tender offer, and closing is
contingent upon tender of more than 50 percent of outstanding
Rightside common shares, the receipt of certain regulatory
approvals and other customary closing conditions.
The transaction does not have a financing condition and is
currently expected to close during the third quarter of 2017.
Following the transaction, Rightside will become a wholly-owned
subsidiary of Donuts, a privately-held company, and Rightside’s
common shares will no longer be listed on any public market.
Barclays Capital Inc. is serving as financial advisor to
Rightside. Wilson Sonsini Goodrich & Rosati, Professional
Corporation, is acting as Rightside’s legal advisor. Silicon Valley
Bank is providing a credit facility to Donuts as part of this
transaction. Perkins Coie LLP is acting as Donuts’ legal
advisor.
About RightsideRightside inspires and delivers
new possibilities for consumers and businesses to define and
present themselves online. The company, with its affiliates, is a
leading provider of domain name services, offering one of the
industry's most comprehensive platforms for the discovery,
registration, usage and monetization of domain names. In addition
to being a new gTLD registry operator, Rightside is home to one of
the most admired registrar brands in the industry, Name.com.
Headquartered in Kirkland, WA, Rightside has offices in North
America and Europe. For more information please visit
www.Rightside.co.
About DonutsDonuts is a leading domain name
registry for new top-level Internet domain extensions. Donuts
offers businesses, individuals and organizations new ways to brand
and unify their online identities, in multiple languages and
character sets. Donuts is headquartered in Bellevue, Washington.
For more information, please visit www.donuts.domains.
Rightside Forward-Looking StatementsThis press
release contains forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Statements concerning the expected tender
offer, merger, and timing of closing, and statements containing
words such as may, believe, anticipate, expect, intend, plan,
project, and estimate or similar expressions constitute
forward-looking statements. Forward-looking statements
involve risks and uncertainties including, among others: the
failure to satisfy regulatory and other closing conditions to the
tender offer, including the tender of a sufficient number of
Rightside common shares in the offering. More information
about potential risk factors that could affect Rightside’s
operating and financial results are contained in Rightside’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017
filed with the Securities and Exchange Commission (the
“SEC”). All forward-looking statements are expressly
qualified in their entirety by this cautionary statement.
Rightside does not intend to revise or update the information set
forth in this press release, except as required by law, and may not
provide this type of information in the future.
Important Additional Information and
Where to Find It
The tender offer for the outstanding shares of
Rightside has not yet commenced. This communication is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell common shares of Rightside, nor
is it a substitute for the tender offer materials that Donuts Inc.
and its acquisition subsidiary will file with the SEC upon
commencement of the tender offer. At the time that the tender offer
is commenced, Donuts Inc. and its acquisition
subsidiary will file tender offer materials on Schedule
TO with the SEC, and Rightside will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the offer. The tender offer materials
(including an offer to purchase, a related letter of transmittal
and certain other tender offer documents) and the
solicitation/recommendation statement will contain important
information that should be read carefully and considered by
Rightside’s stockholders before any decision is made with respect
to the tender offer. Both the tender offer statement and the
solicitation/recommendation statement will be made available to
Rightside’s stockholders free of charge. A free copy of the tender
offer materials and the solicitation/recommendation statement will
also be made available to all stockholders of Rightside by
contacting Rightside at IR@rightside.rocks or by phone at
(212) 331-8424, or by visiting Rightside’s website
(www.rightside.co). In addition, the tender offer materials and the
solicitation/recommendation statement (and all other documents
filed with the SEC) will be available at no charge on the SEC’s
website (www.sec.gov) upon filing with the SEC. Rightside’s
stockholders are advised to read the tender offer materials and the
solicitation/recommendation statement, as each may be amended or
supplemented from time to time, and any other relevant documents
filed with the SEC when they become available before they make any
decision with respect to the tender offer because they will contain
important information about the proposed transaction and the
parties to the transaction.
Rightside Investor Contacts:
The Blueshirt Group
Allise Furlani, 212-331-8433, allise@blueshirtgroup.rocks
Brinlea Johnson, 212-331-8424, brinlea@blueshirtgroup.rocks
Donuts Media Contact:
Judith McGarry, Donuts
415-971-2900
judith@donuts.email
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