j2 Global, Inc.’s Ziff Davis Announces Agreement to Acquire Everyday Health
October 21 2016 - 8:00AM
Business Wire
j2 Global, 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”), 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”).
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®, 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.
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j2 Global, Inc.Laura Hinson, 800-577-1790press@j2.com
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