JACKSONVILLE, Fla., June 21, 2018 (GLOBE NEWSWIRE) -- Web.com Group, Inc. (NASDAQ:WEB), a leading global provider of a full range of Internet services and online marketing solutions for small and medium‐sized businesses, today announced that it has entered into a definitive agreement to be acquired by an affiliate of Siris Capital Group, LLC in an all-cash transaction valued at approximately $2 billion.
Under the terms of the agreement, which has been unanimously approved by the members of Web.com’s board of directors, an affiliate of Siris will acquire all of the outstanding common stock of Web.com for $25.00 per share in cash. The purchase price represents a 30% premium over Web.com’s 90-day volume-weighted average price ended on June 19, 2018.
A special meeting of Web.com’s shareholders will be held as soon as practicable following the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission ("SEC") and subsequent mailing to its shareholders.
Web.com may solicit alternative acquisition proposals from third parties during a "go-shop" period from the date of the agreement until August 5, 2018. There is no guarantee that this process will result in a superior proposal, and the agreement provides Siris with a customary right to match a superior proposal. Web.com does not intend to disclose developments with respect to the solicitation process unless and until the company determines such disclosure is appropriate.
“This transaction will provide shareholders with immediate and substantial cash value, while also providing us with a partner that shares in our commitment to customers and employees and can add strategic and operational value,” said David L. Brown, chairman, CEO and president of Web.com. “Based on our extensive engagement with Siris over the past two months and our prior discussions with them, we are confident that Siris’ support will enable Web.com to execute on its strategy and next phase of growth.”
Commenting on the transaction, Robert Aquilina, Siris Capital executive partner, said: “Web.com has a 20+ year legacy of leadership in the domain market with strong brand equity and a growing portfolio of attractive, value-add online and marketing services for SMBs. Siris looks forward to nurturing Web.com’s core domain business, supporting and anticipating the diverse needs of the company’s customers, and driving new opportunities for innovation and growth.”
Frank Baker, Co-Founder of Siris Capital, commented: “We are excited to partner with Web.com as it embarks on this new chapter of growth and market leadership. As a private company, Web.com will be able to make strategic investments for sustainable and profitable growth, while remaining agile and focused on delivering best-in-class solutions to its customers.”
The proposed transaction is expected to close in the fourth quarter of 2018 and is subject to approval by Web.com’s shareholders, along with the satisfaction of customary closing conditions and antitrust regulatory approvals, as necessary. The transaction is not subject to any financing condition. Upon completion of the acquisition, Web.com will become wholly owned by an affiliate of Siris.
Web.com will file its quarterly report on Form 10-Q reporting its second quarter financial results but does not intend to host a quarterly earnings call.
Financing & Advisors
Equity financing will be provided by investment funds affiliated with Siris. Siris has secured committed debt financing for the transaction from Morgan Stanley Senior Funding, Inc., RBC Capital Markets, and Macquarie Capital.
Morgan Stanley & Co. LLC, RBC Capital Markets, and Macquarie Capital are serving as financial advisors to Siris. Sidley Austin LLP is acting as corporate counsel to Siris and Kirkland & Ellis LLP is acting as financing counsel to Siris in connection with the transaction. BofA Merrill Lynch and J.P. Morgan are serving as financial advisors and Cooley LLP is serving as legal counsel to Web.com.
For further information regarding the terms and conditions contained in the definitive merger agreement, please see Web.com's Current Report on Form 8-K, which will be filed in connection with this transaction.
About Web.com Group, Inc. | Web.com
Since 1997 Web.com (Nasdaq:WEB) has been the marketing partner for businesses wanting to connect with more customers and grow. We listen, then apply our expertise to deliver solutions that owners need to market and manage their businesses, from building brands online to reaching more customers or growing relationships with existing customers. For some, this means a fast, reliable, attractive website; for others, it means customized marketing plans that deliver local leads; and for others, it means customer-scheduling or customer-relationship marketing (CRM) tools that help businesses run more efficiently. Owners from big to small can focus on running the companies they know while we handle the marketing they need. To learn how this global company collaborates with customers and employees to achieve their potential, explore www.web.com or follow on Twitter at @webdotcom or on Facebook at www.facebook.com/web.com.
About Siris Capital Group, LLC | Siris Capital
Siris Capital is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or executive partners, who work with Siris on a consulting basis to identify, validate and operate investment opportunities. Their significant involvement allows Siris to partner with management to add value both operationally and strategically. To learn more, visit us at www.siriscapital.com.
