As previously announced, on June 13, 2017, Rightside Group, Ltd. (the
Company) entered into an Agreement and Plan of Merger (the Merger Agreement) with Donuts Inc. (Parent) and DTS Sub Inc. (Purchaser). Subject to the terms and conditions set forth in the Merger
Agreement, Purchaser has commenced a cash tender offer (the Offer) to acquire all of the shares of the Companys common stock (Common Stock) for a purchase price of $10.60 per share in cash, without interest, subject to
the terms and conditions of the Merger Agreement. Following the Offer, Purchaser will merge with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent.
Pursuant to the terms of the Merger Agreement, the consummation of the Offer is conditioned upon, among other things, the Company providing applicable advance
notice to the Internet Corporation for Assigned Names and Numbers (ICANN), and ICANN not having expressly denied or withheld its consent to the transaction by the applicable time periods set forth in the Companys registry
agreements with ICANN. On June 14, 2017 the Company provided the applicable advance notice to ICANN, and the Company and Parent received notice of ICANNs express consent to the transactions on July 15, 2017. Accordingly, the
condition to the Offer has been satisfied.
The consummation of the Offer remains conditioned on, among other things, (1) there having been validly
tendered into and not withdrawn from the Offer a number of shares of Common Stock that, together with any shares of Common Stock owned by Parent and Purchaser, if any, represents a majority of the shares of Common Stock (calculated on a fully
diluted basis in accordance with the Merger Agreement) issued and outstanding immediately prior to the acceptance time of the Offer; (2) the accuracy of the representations and warranties and compliance with the covenants contained in the
Merger Agreement, subject to qualifications; and (3) other customary conditions.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Statements concerning the expected tender offer and statements containing words such as may, believe, anticipate, expect, intend, plan, project, and estimate or similar expressions constitute forward-looking statements. Forward-looking
statements involve risks and uncertainties including, among others: the failure to satisfy regulatory and other closing conditions to the tender offer, including the tender of a sufficient number of Rightside common shares in the offering. More
information about potential risk factors that could affect the tender offer are contained in Rightsides Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed with the SEC and other SEC filings. All forward-looking statements
are expressly qualified in their entirety by this cautionary statement. Rightside reserves the right to not revise or update the information set forth in this communication, except as required by law, and may not provide this type of information in
the future.
Important Additional Information and Where to Find It
This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Rightside common
stock. Donuts filed with the SEC a tender offer statement on Schedule TO, and Rightside has filed a Solicitation/Recommendation Statement on Schedule 14D-9, all with respect to the Offer (as defined in those documents). Holders of shares of
Rightside common stock are urged to carefully read the relevant tender offer materials (including the Offer to Purchase, the related Letter of Transmittal and the other tender offer documents) and the Solicitation/Recommendation Statement because
they contain important information that holders of shares of Rightside common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer
documents, as well as the Solicitation/Recommendation Statement, are available to all holders of shares of Rightside common stock at no expense to them from the Information Agent at the address and telephone number set forth on the back cover of the
Offer to Purchase filed with the Schedule TO.
A free copy of the tender offer materials and the Solicitation/Recommendation Statement are also available
to all Rightside stockholders by contacting Rightside at IR@rightside.rocks or by phone at (212) 331-8424, or by visiting Rightsides website (www.rightside.co). The tender offer materials and the Solicitation/Recommendation Statement are
also available for free at the SECs website at www.sec.gov. Rightsides stockholders are advised to read the tender offer materials and the Solicitation/Recommendation Statement, as each may be amended or supplemented from time to time,
and any other relevant documents filed with the SEC when they become available before they make any decision with respect to the tender offer because they will contain important information about the proposed transaction and the parties to the
transaction.