NEW YORK, Sept. 25, 2018 /PRNewswire/ -- XO Group Inc.
(NYSE:XOXO), the operator of The Knot, a leading digital
marketplace connecting engaged couples with wedding professionals,
today announced that it has signed a definitive agreement whereby
XO Group will become a privately held company and merge with
WeddingWire, Inc. in a transaction valued at $933 million. Under the terms of the agreement,
XO Group shareholders will receive $35.00 per share in cash, representing a 44%
premium to XO Group's 12-month average closing price and a 27%
premium to XO Group's closing price as of Monday, September 24, 2018. XO Group's Board of
Directors has unanimously approved the transaction, which is
expected to close in the first half of 2019. Upon closing, the
combined company will be owned by the Permira Funds and Spectrum
Equity, who are current investors in WeddingWire.
The combined company will maintain both brands, The Knot and
WeddingWire, as separate consumer products so that couples can
continue to enjoy both offerings, while delivering enhanced value
to wedding professionals and partners across the globe.
Following closing, XO Group CEO Mike
Steib and WeddingWire CEO Tim
Chi will serve as co-CEOs of the combined company.
"This is a proud day for XO, a tribute to the dedication of the
amazing people at this company, a terrific outcome for our
stockholders, and another positive step towards our mission of
serving the couples and wedding pros we love," said Mike Steib, XO Group CEO.
"Eleven years ago, we started WeddingWire with a deep commitment
to help engaged couples plan the most important day of their
lives," said Tim Chi, co-founder and
CEO, WeddingWire. "This is a tremendous opportunity to further our
commitment by accelerating innovation and creating the best wedding
planning experience - benefitting engaged couples, wedding
professionals, our employees and the global wedding industry."
Michael Zeisser, XO Group's
Chairman, commented, "After a thorough assessment, the
XO Board has unanimously determined that this transaction is a
compelling outcome for our employees, customers, and
stockholders. For our stockholders, and in accordance with
the board's stated commitment to delivering shareholder value, it
recognizes the worth of XO Group's strong franchise
and delivers compelling, all-cash consideration."
The two companies have over 1,700 employees and serve engaged
couples and wedding professionals in 15 countries across
North America, Europe, Latin
America, and Asia through
global wedding brands The Knot, WeddingWire, Bodas.net,
Matrimonio.com, WeddingWire.in and more. As a unified
company, it will be better positioned to provide consumer offerings
focused on the highly competitive $250
billion global wedding industry across both of its primary
brands, WeddingWire and The Knot. The companies will build upon
their more than four decades of combined expertise to redefine the
category and continue to transform both the consumer and vendor
experiences for the better. Together, engaged couples around the
world will gain access to richer content, inspiration, registry
services, and planning tools. Vendors, retailers, and national
brands will benefit from enhanced advertising and marketing reach
to the expansive global wedding audience, as well as
industry-leading tools and analytics to help grow their
businesses.
Key strategic benefits of the merger include:
- Broader offerings. The expansive complementary networks
and diversified features of the combined organization will
strengthen the company's ability to serve engaged couples, wedding
vendors, and retailers across 15 countries.
- Accelerated innovation. The collaboration in research
and technology will help to streamline development and better
address the evolving needs of engaged couples and wedding vendors
in the wedding industry.
- Enhanced financial flexibility and strength. The merger
will allow the combined company to pursue growth opportunities
while continuing to invest in its current business.
- Talent opportunities. The companies employ some of the
industry's most talented teams and the global scale of the future
combined company will represent worldwide opportunities for career
development and growth.
The combined company will also include XO Group's leading life
stage websites The Nest, The Bump, Gigmasters, How He Asked, and
Lasting.
Transaction Details
Under the agreement, XO Group shareholders will receive
$35 in cash for each share of XO
Group upon consummation of the transaction. The transaction
price represents a premium of 27% to XO Group's closing price on
September 24, 2018 and a premium of
44% to the 12 month average closing price, and exceeds the highest
closing price in XO Group's 19-year history as a public
company. The Permira Funds and Spectrum Equity – current lead
investors in WeddingWire – will finance the transaction.
The transaction is expected to close in the first half of 2019
and is subject to the satisfaction of customary closing conditions,
including the expiration of the required regulatory waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and
the approval of XO Group's shareholders.
Advisors
Allen & Company LLC is serving as financial advisor to XO
Group. Wachtell, Lipton, Rosen & Katz is serving as legal
advisor to XO Group. J.P. Morgan Securities LLC, is serving
as financial advisor to WeddingWire and Jefferies LLC and RBC
Capital Markets are serving as financial advisors to the Permira
Funds. Fried, Frank, Harris, Shriver & Jacobsen LLP and
Wilson Sonsini Goodrich & Rosati
are serving as legal advisors to the Permira Funds and
WeddingWire. Additionally, JPMorgan Chase Bank, N.A., UBS AG,
Stamford Branch, Jefferies Finance
LLC and RBC Capital Markets have provided debt financing
commitments as part of the transaction.
Additional Information and Where to Find It
This communication relates to the proposed merger transaction
involving the Company. In connection with the proposed merger, the
Company will file relevant materials with the U.S. Securities and
Exchange Commission (the "SEC"), including the Company's proxy
statement on Schedule 14A and accompanying definitive proxy card
(the "Proxy Statement"). This communication is not a substitute for
the Proxy Statement or any other document that the Company may file
with the SEC or send to its stockholders in connection with the
proposed merger. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF
THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain
the documents (when available) free of charge at the SEC's website,
http://www.sec.gov, and the Company's website,
www.xogroupinc.com.
Participants in the Solicitation
The Company and its directors and executive officers are deemed
to be participants in the solicitation of proxies from the holders
of XO Group common stock in respect of the proposed merger.
Information about the directors and executive officers of XO Group
is set forth in the proxy statement for the Company's 2018 annual
meeting of stockholders, which was filed with the SEC on
April 9, 2018, and in other documents
filed by XO Group with the SEC, including the Current Report on
Form 8-K filed with the SEC on June
1, 2018. Other information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the Proxy Statement and other relevant materials to be
filed with the SEC in respect of the proposed merger when they
become available.
Forward Looking Statements
This release may contain projections or other forward-looking
statements regarding future events or our future financial
performance or estimates regarding third parties. These statements
are only estimates or predictions and reflect our current beliefs
and expectations. Actual events or results may differ materially
from those contained in the estimates, projections or
forward-looking statements. It is routine for internal projections
and expectations to change as the quarter progresses, and therefore
it should be clearly understood that the internal projections and
beliefs upon which we base our expectations may change prior to the
end of the quarter. Although these expectations may change, we will
not necessarily inform you if they do. Our policy is to provide
expectations not more than once per quarter, and not to update that
information until the next quarter. Some of the factors that could
cause actual results to differ materially from the forward-looking
statements contained herein include, without limitation, (i) our
operating results may fluctuate, are difficult to predict and could
fall below expectations, (ii) our ability to accurately measure and
monetize the level of offline store level traffic attributable to
an online digital campaign conducted on our sites, (iii) our
business depends on strong brands, and failing to maintain and
enhance our brands would hurt our business, (iv) our ongoing
investment in new businesses and new products, services, and
technologies is inherently risky, and could disrupt our ongoing
business and/or fail to generate the results we are expecting, (v)
if we are unable to continue to develop solutions that generate
revenue from advertising and other services delivered to mobile
devices, our business could be harmed, (vi) our businesses could be
negatively affected by changes in Internet search engine and app
store search algorithms and email marketing policies, (vii) we face
intense competition in our markets; if we do not continue to
innovate and provide products and services that are useful to
users, we may not remain competitive, and our revenue and results
of operations could be adversely affected, (viii) our transactions
business is dependent on third-party participants, whose lack of
performance could adversely affect our results of operations, (ix)
fraudulent or unlawful activities on our marketplace could harm our
business and consumer confidence in our marketplace, (x) we may be
subject to legal liability associated with providing online
services or content, (xi) we may be unable to continue to use the
domain names that we use in our business, or prevent third parties
from acquiring and using domain names that infringe on, are similar
to, or otherwise decrease the value of our brand or our trademarks
or service marks, (xii) risks related to the occurrence of any
event, change or other circumstance that could give rise to the
termination of the definitive agreement, (xiii) the failure to
obtain Company stockholder approval of the proposed transaction or
required regulatory approvals or the failure to satisfy any of the
other conditions to the completion of the proposed transaction,
(xiv) the effect of the announcement of the proposed transaction on
the ability of the Company to retain and hire key personnel and
maintain relationships with its customers, suppliers, vendors,
advertisers, distributors, partners and others with whom it does
business, or on its operating results and businesses generally,
(xv) risks associated with the disruption of management's attention
from ongoing business operations due to the proposed transaction,
(xvi) the ability to meet expectations regarding the timing and
completion of the proposed transaction, (xvii) the potential impact
of the consummation of the proposed transaction on the Company's
relationships, including with employees, customers, suppliers,
vendors, advertisers, distributors, partners and competitors, and
(xvii) other factors detailed in documents we file from time to
time with the Securities and Exchange Commission. Forward-looking
statements in this release are made pursuant to the safe harbor
provisions contained in the Private Securities Litigation Reform
Act of 1995.
About XO Group Inc.
XO Group Inc.'s (NYSE:XOXO) mission is to help people navigate and
truly enjoy life's biggest moments together. Our multi-platform
brands guide couples through transformative life stages: getting
married with The Knot, having a healthy and supportive marriage
with Lasting, having a baby with The Bump, and bringing important
celebrations to life with entertainment vendors from GigMasters.
The Company is publicly listed on the New York Stock Exchange and
is headquartered in New York
City.
About WeddingWire, Inc.
WeddingWire, Inc. is a leading global online marketplace,
connecting consumers with local wedding professionals and a suite
of comprehensive tools that make wedding planning easier. Operating
within a $250 billion industry,
WeddingWire helps 16 million users every month find the right team
of wedding professionals to personalize and pull off their special
day. Consumers around the world are able to read from more than 5
million vendor reviews to search, compare and book from a directory
of over 500,000 vendors. Founded in 2007 and headquartered in
Chevy Chase, Maryland and
Barcelona, Spain, the WeddingWire
portfolio serves couples and wedding professionals across 15
countries in North America,
Latin America, Europe and Asia with brands such as Bodas.net,
Matrimonio.com, WeddingWire.in, WeddingWire.co.uk and more.
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