ANCESTRY.COM TO BE ACQUIRED BY PERMIRA FUNDS FOR $32.00 PER SHARE IN CASH
Transaction Valued at $1.6 billion;
Permira Funds Partners with
Ancestry.com Management and Spectrum Equity to
Acquire World's Leading Online Family History Resource
PROVO, Utah, October 22, 2012
–Ancestry.com (Nasdaq:ACOM), the global
leader in online family history, and Permira, the European private
equity firm with global reach, today announced that a company owned by
the Permira funds and co-investors has entered into a definitive merger
agreement to acquire Ancestry.com for $32.00 per
share in cash in a transaction valued at $1.6 billion. Tim Sullivan,
Ancestry.com’s President and Chief Executive Officer, and Howard
Hochhauser, Ancestry.com’s Chief Financial Officer and Chief Operating
Officer, will maintain a majority of their equity
stakes in the company as part of the transaction. Spectrum Equity will
also remain an investor in the company.
The
transaction represents a premium of 41% over Ancestry.com’s closing
stock price on June 5, 2012, the last trading day prior to press reports
that
Ancestry.com had retained a financial advisor in connection with a
possible sale of the company. The disinterested members of
Ancestry.com’s Board of Directors have unanimously approved the
transaction and recommend that Ancestry.com stockholders approve
the merger. Affiliates of Spectrum Equity, which together own
approximately 30% of the company’s outstanding shares, have agreed to
vote their shares in favor of the merger.
Ancestry.com is the world’s largest online family
history resource. Its global network of websites empowers users to make
meaningful discoveries and share their family history. Over 15 years
Ancestry.com has assembled an unrivaled worldwide
collection of over 10 billion digitized, indexed records and built a
feature-rich, engaging product experience for its 2 million-plus
subscribers. The company’s best-in-class technology ensures access
everywhere via web, desktop and mobile.
“This is a successful outcome for our public
stockholders, and a great day for Ancestry.com employees and subscribers
around the world,” said Tim Sullivan. “We’re excited that Permira
shares our commitment to keep investing in our technology
and product experience to make family history easy and accessible for
more and more families around the world. Their strong investment track
record in the technology and Internet sectors makes them a terrific
advisor and partner as we take the company forward.”
Added Charles Boesenberg, Chairman of the Board of
Ancestry.com, “Our board conducted a thorough sale process, and we are
pleased to be able to offer our stockholders this premium transaction.”
Brian Ruder, Partner and Head of Permira’s Menlo
Park office said: “With its pioneering technology and market leading
position, Ancestry.com is an exciting investment opportunity for the
Permira funds. We are thrilled to be able to back
the company as it continues to develop new and innovative content, and
expand in both its core markets and into new geographies. We look
forward to bringing Permira’s technology and media experience to bear in
supporting Tim, Howard and the rest of the talented
team at Ancestry.com and its mission of helping everyone discover,
preserve and share their family history.”
Ancestry.com and Permira indicated that the company
will continue executing on its growth strategy and initiatives led by
content acquisition and technology investment, with the support of the
Permira funds and the investor group. There
are no anticipated changes in Ancestry.com’s operating structure.
Ancestry.com’s focus will continue to be on investing in content,
technology and its user experience, expanding its product offerings in
areas like DNA, and building the Ancestry.com brand and
the family history category, all on a global basis. Ancestry.com will
remain headquartered in Provo, Utah, with a continued large presence in
San Francisco, Dublin, London and other international markets.
The transaction, which is subject to the approval
of holders of a majority of the outstanding shares of Ancestry.com
common stock and other customary closing conditions, is expected to
close in early 2013. The company will file additional
details regarding the transaction shortly with the Securities and
Exchange Commission on a Form 8-K, and in proxy materials to be provided
to the company’s stockholders in connection with the special meeting to
vote on the merger.
The Board of Directors of Ancestry.com received
financial advice from Qatalyst Partners LP, who also provided a fairness
opinion in connection with the transaction, and Wachtell, Lipton, Rosen
& Katz served as the company’s legal counsel.
Morgan Stanley served as financial advisor to the Permira funds while
Fried, Frank, Harris, Shriver & Jacobson LLP and Clifford Chance LLP
served as legal advisors. The Permira funds were also advised by
McKinsey & Company, Aon M&A Solutions, and
PricewaterhouseCoopers
LLP. Barclays, Credit Suisse Securities, Deutsche Bank, Morgan
Stanley and RBC Capital Markets have agreed to provide financing to the
acquiring company in connection with the merger.
Ancestry.com Third Quarter 2012 Financial Results
As
previously announced, Ancestry.com will release financial results for
its third quarter 2012 on Wednesday, October 24, 2012 at approximately
2:00
p.m. MT (4:00 p.m. ET). In light of today’s announcement, the company
will no longer be hosting a corresponding conference call with analysts
and investors to discuss the financial results.
1 comment:
ell perhaps they'll have the money to fix the issues with the change to the fonts and Color that the Ancestry paying subscribers have been complaining about on their Blog http://blogs.ancestry.com/ancestry/2012/10/19/a-new-look-for-the-person-overview-page/#comments
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