[October 21, 2016] |
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j2 Global, Inc.'s Ziff Davis Announces Agreement to Acquire Everyday Health
j2 Global (News - Alert), Inc. and Ziff Davis, LLC, a leading digital media company in
the technology, gaming and lifestyle categories, today announced that
Ziff Davis has entered into a definitive merger agreement to acquire
Everyday Health, Inc. (NYSE: EVDY), a leading provider of digital health
marketing and communications solutions. Under the terms of the
agreement, Ziff Davis will acquire Everyday Health for $10.50 per share
in cash, representing an approximate enterprise value of $465 million.
Ziff Davis comprises the Digital Media Division of j2 Global, Inc.
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Under the terms of the merger agreement, Ziff Davis will commence a
tender offer to acquire all of the outstanding shares of Everyday Health
for $10.50 per share in cash followed by a merger in which each
remaining untendered share of Everyday Health common stock would be
converted into the right to receive the same $10.50 cash per share
consideration as in the tender offer. The transaction is conditioned
upon satisfaction of the minimum tender condition, which requires that
shares representing more than 50 percent of Everyday Health's common
shares be tendered, and is subject to regulatory approvals and other
customary closing conditions.
Information About Forward-Looking Statements
This document contains forward-looking statements. These statements are
based on j2's estimates and assumptions and are subject to risks and
uncertainties. Forward-looking statements include the information
concerning j2's possible or assumed future results of operations and the
transactions contemplated by the merger agreement. Forward-looking
statements also include those preceded or followed by the words
"anticipates," "believes," "estimates," "hopes" or similar expressions.
j2's actual results may differ materially from those anticipated in
these forward-looking statements as a result of many factors, including
but not limited to the risk that the acquisition will not close when
expected or at all; the risk that Ziff Davis' business and/or Everyday
Health's business will be adversely impacted during the pendency of or
following the acquisition and the risk that the operations of the two
companies will not be integrated successfully. For a further list and
description of these and other important risks and uncertainties that
may affect j2's future operations, see Part II, Item 1A - "Risk Factors"
of the Quarterly Reports on Form 10-Q (if any) j2 has filed or will file
hereafter and in Part I, Item 1A - "Risk Factors" in our Annual Report
on Form 10-K for the year ended December 31, 2015 (together, the "Risk
Factors"), an the factors discussed in the sections in j2's Quarterly
Reports on Form 10-Q entitled "Quantitative and Qualitative Disclosures
About Market Risk." Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's opinions
only as of the date hereof. j2 undertakes no obligation to revise or
publicly release the results of any revision to these forward-looking
statements. Readers should carefully review the Risk Factors and the
risk factors set forth in other documents j2 files from time to time
with the United States Securities and Exchange Commission (the "SEC (News - Alert)").
Additional Information
The tender offer described in this communication (the "Offer") has not
yet commenced, and this communication is neither an offer to purchase
nor a solicitation of an offer to sell any shares of the common stock of
Everyday Health or any other securities. This communication is for
informational purposes only. The Offer is not being made to, nor will
tenders be accepted from, or on behalf of, holders of shares in any
jurisdiction in which the making of the tender offer or the acceptance
thereof would not comply with the laws of that jurisdiction. On the
commencement date of the Offer, a tender offer statement on Schedule TO,
including an offer to purchase, a letter of transmittal and related
documents, will be filed with the SEC. The offer to purchase shares of
Everyday Health common stock will only be made pursuant to the offer to
purchase, the letter of transmittal and related documents filed as a
part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION
STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME,
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. The tender offer statement will be filed with the SEC by
Purchaser, a wholly owned subsidiary of Ziff Davis and Ziff Davis, and
the solicitation/recommendation statement will be filed with the SEC by
Everyday Health. Investors and security holders may obtain a free copy
of these statements (when available) and other documents filed with the
SEC at the website maintained by the SEC at www.sec.gov
or by directing such requests to the Information Agent for the tender
offer that will be named in the tender offer statement.
About Ziff Davis, LLC
Ziff Davis, a subsidiary of j2 Global, Inc., is a leading global
digital-media company operating in the technology, gaming, entertainment
and lifestyle verticals. Its brands - IGN, PCMag, AskMen, Speedtest,
Offers, ExtremeTech, Geek, Toolbox, TechBargains, emedia and Salesify -
produce and distribute premium content across multiple platforms and
devices. It delivers advertising, performance marketing and licensing
solutions to thousands of clients worldwide.
About j2 Global
j2 Global, Inc. provides Internet services through two divisions:
Business Cloud Services and Digital Media. The Business Cloud Services
Division offers Internet fax, virtual phone, hosted email, email
marketing, online backup, unified communications and CRM solutions. It
markets its services principally under the brand names eFax®, eVoice (News - Alert)®,
FuseMail®, Campaigner®, KeepItSafe®, Livedrive®, Onebox®, and
LiveVault®, and operates a messaging network spanning 50 countries on
six continents. The Digital Media Division offers technology, gaming and
lifestyle content through its digital properties, which include IGN,
PCMag, AskMen, Speedtest, Offers, ExtremeTech, Geek, Toolbox,
TechBargains, emedia and Salesify. As of December 31, 2015, j2 had
achieved 20 consecutive fiscal years of revenue growth. For more
information about j2, please visit www.j2global.com.
About Everyday Health, Inc.
Everyday Health, Inc. (NYSE: EVDY) is a leading provider of digital
health marketing and communications solutions. Everyday Health attracts
a large and engaged audience of consumers and healthcare professionals
to its premier health and wellness properties, and utilizes its data and
analytics expertise to deliver highly personalized content experiences
and efficient and effective marketing and engagement solutions. Everyday
Health enables consumers to manage their daily health and wellness
needs, healthcare professionals to stay informed and make better
decisions for their patients, and marketers, health payers and providers
to communicate and engage with consumers and healthcare professionals to
drive better health outcomes. Everyday Health's content and solutions
are delivered through multiple channels, including desktop, mobile web,
and mobile phone and tablet applications, as well as video and social
media.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161021005489/en/
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