FTD Companies, Inc. Stockholders Approve Stock Issuance for Provide Commerce Acquisition
11 Diciembre 2014 - 3:05PM
FTD to Issue 10.2 Million Shares of FTD Common
Stock to Liberty Interactive Corporation Transaction Expected to
Close on December 31, 2014
FTD Companies, Inc. ("FTD") (Nasdaq:FTD) today announced that FTD
stockholders approved the issuance of 10.2 million shares of FTD
common stock to Liberty Interactive Corporation ("Liberty")
(Nasdaq:QVCA) (Nasdaq:QVCB) (Nasdaq:LVNTA) (Nasdaq:LVNTB) as
partial consideration in the pending acquisition of Liberty's
Provide Commerce floral and gifting business.
At the special meeting of FTD stockholders held on December 11,
2014, 99.6% of the shares voted by FTD stockholders were cast in
favor of the stock issuance.
Under the terms of the transaction agreement, Provide Commerce
will become a wholly-owned subsidiary of FTD. In addition to the
10.2 million shares of FTD common stock, the purchase price
includes approximately $121 million in cash.
The transaction is expected to close on December 31, 2014 and is
subject only to customary closing conditions now that FTD
stockholder approval has been obtained and notice of early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, has been received.
Upon closing, FTD will have approximately 29.2 million shares
outstanding and Liberty will own approximately 35% of FTD shares
outstanding.
About FTD
FTD Companies, Inc. is a premier floral and gifting company. FTD
provides floral, gift and related products and services to
consumers, retail florists, and other retail locations primarily in
the U.S., Canada, the U.K., and the Republic of Ireland. The
business uses the highly-recognized FTD® and Interflora® brands,
both supported by the iconic Mercury Man logo that is displayed in
nearly 40,000 floral shops in approximately 150 countries. FTD's
portfolio of brands also includes Flying Flowers, Flowers Direct,
and Drake Algar in the U.K.
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 interest in
Expedia, its subsidiaries Provide Commerce, 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 potential
acquisitions, including the planned 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 planned 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: Investor Relations:
Jandy Tomy
630-724-6984
ir@ftdi.com
Media Inquiries:
Emily Bucholz
630-724-6692
pr@ftdi.com
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