[December 05, 2016] |
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j2 Global, Inc.'s Ziff Davis Completes Acquisition of Everyday Health
j2 Global (News - Alert), Inc. (NASDAQ: JCOM) and its subsidiary, Ziff Davis, LLC,
today announced the completion of its acquisition of Everyday Health,
Inc. (NYSE: EVDY) ("Everyday Health"). Following the completion of its
successful tender offer to purchase all outstanding Everyday Health
shares for $10.50 per share in cash, Ziff Davis acquired all remaining
Everyday Health shares through a merger under Section 251(h) of the
General Corporation Law of the State of Delaware.
This Smart News Release features multimedia. View the full release here:
http://www.businesswire.com/news/home/20161205006253/en/
At the effective time of the merger, all remaining shares of Everyday
Health common stock not tendered into the tender offer and not owned by
Ziff Davis were converted into the right to receive $10.50 in cash,
which is the same price that was paid in the tender offer. As a result
of the transaction, Everyday Health has become a wholly owned subsidiary
of Ziff Davis.
The transaction brings together two leading digital media companies with
complementary visions and platforms to engage and monetize audiences.
The combined company will be well-positioned to deliver compelling
benefits to customers with content that connects, informs and empowers
audiences. Ziff Davis maintains leading positions in the technology,
gaming and men's lifestyle verticals with strong and well-established
brands. Everyday Health adds a new vertical and set of market-leading
trusted health properties to the portfolio while diversifying the
company's audience mix.
Together, the two companies over the last twelve months generated $522
million of revenue. The combined company in September reached over 86
million individuals according to comScore (News - Alert), representing one-third of the
US Internet population, with leading brands such as Everyday Health,
WhatToExpect, IGN, PCMag and Speedtest.
"We are very pleased to add Everyday Health to our Ziff Davis portfolio
and welcome Everyday Health's customers, team, partners, technology and
business to j2," said Hemi Zucker, chief executive officer of j2.
Vivek Shah, chief executive officer of Ziff Davis, commented, "The
combination of our audiences, brands and employees at Everyday Health
and Ziff Davis makes us an even more compelling and dynamic digital
media company in the marketplace. Our scale, reach and capabilities
across some of the most valued Internet verticals create a modern,
powerful platform for our marketing partners."
j2 Global and Ziff Davis invite the public, members of the press, the
financial community, stockholders and other interested parties to listen
to a live Webcast today at 5:00 p.m. ET to discuss this transaction.
Materials presented during the Webcast will be posted on j2's website at j2global.com
in advance of the Webcast under the tab "Investors."
Hemi Zucker, chief executive officer of j2; Scott Turicchi, president
and chief financial officer of j2; and Vivek Shah, chief executive
officer of Ziff Davis, will host the call.
What: j2 Global, Inc. and Ziff Davis, LLC Conference Call When: 5
p.m. EST, December 5th, 2016 Where: www.j2global.com
or dial in at 877-407-8029 Webcast link: http://edge.media-server.com/m/p/5iybzxu8
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"), and 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)").
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. 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/20161205006253/en/
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