BELLEVUE, Wash., Sept. 27, 2016 /PRNewswire/ -- Outerwall
Inc. ("Outerwall" or the "Company") (Nasdaq: OUTR) today announced
the successful completion of its agreement to be acquired by
affiliates of certain funds (the "Apollo Funds") managed by
affiliates of Apollo Global Management, LLC (together with its
consolidated subsidiaries, "Apollo") (NYSE: APO) for $52.00 per share in cash.
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Apollo and Outerwall also announced that the Company's segments
will be managed and operated as three distinct businesses and named
leadership for each of those units. Galen
C. Smith was named Chief Executive Officer of Redbox, and
James H. Gaherity and David D. Maquera were promoted from serving as
Presidents to Chief Executive Officers of the Coinstar and ecoATM
businesses, respectively. In connection with the closing of the
transaction, Erik E. Prusch, Chief
Executive Officer of Outerwall, will be leaving the Company.
"I am extremely excited to lead the Redbox team and work with
Apollo as we continue to provide new movie and video game releases
to millions of loyal consumers at a great value," Mr. Smith said.
"We believe there are many attractive opportunities for us to build
on Redbox's unrivaled brand while enhancing our already strong
relationships with Redbox's studio and retail partners."
Mr. Gaherity said, "The Coinstar business is the leading
multi-national, fully automated network of self-service
coin-counting kiosks, processing more than $3 billion of coins
annually and serving millions of consumers every year. We look
forward to working with Apollo to grow our business and build upon
our rich, 25-year history."
"With a network of over 2,400 kiosks and an online solution
through Gazelle.com, ecoATM provides the best solution for
customers to turn their used mobile phones into cash," said Mr.
Maquera. "We have delivered significant financial and
operational progress this year and I look forward to teaming with
Apollo and our outstanding employees as we take the ecoATM business
to the next level."
"We are pleased that the transaction has closed and we look
forward to working with the respective business leaders and their
talented and dedicated colleagues to provide unsurpassed customer
experiences and value to our retail partners," said David Sambur,
partner at Apollo. "In addition, I would like to thank Erik
for his service and leadership and we wish him the best in his
future endeavors."
About the Transaction
The transaction was effected through a previously announced cash
tender offer for all of the outstanding shares of common stock of
Outerwall followed by a merger. The cash tender offer, which was
made at $52.00 per share pursuant to
the Agreement and Plan of Merger (the "Merger Agreement") entered
into by affiliates of the Apollo Funds, Outerwall, and Redbox
Automated Retail, LLC, a wholly owned subsidiary of Outerwall
("Redbox"), on July 24, 2016, expired
at 12:00 midnight, New York City
time, on September 22, 2016 (one
minute after 11:59 p.m., New York City time, on September 22, 2016). On September 23, 2016, shares of common stock of
Outerwall (other than shares tendered by guaranteed delivery where
actual delivery had not occurred) that were validly tendered and
not withdrawn, which constituted approximately 69.3% of the then
outstanding shares of Outerwall, were accepted for payment.
Outerwall shares validly tendered by guaranteed delivery were
accepted for payment upon receipt.
On September 27, 2016, in
accordance with the Merger Agreement, the acquisition was completed
by (i) merging Outerwall with an affiliate of the Apollo Funds
pursuant to Section 251(h) of the General Corporation Law of the
State of Delaware and (ii)
immediately thereafter, merging Redbox with an affiliate of the
Apollo Funds pursuant to the General Corporation Law of the
State of Delaware and the Delaware
Limited Liability Company Act. In connection with the merger,
all shares not validly tendered in the tender offer (subject to
certain exceptions, including shares for which appraisal rights
were validly demanded and not subsequently withdrawn or lost) were
cancelled and converted into the right to receive $52.00 cash per share. As a result of the
transaction, which was valued at approximately $1.6 billion, including net debt, effective today
Outerwall became a privately-held company and Outerwall's common
stock ceased trading on the Nasdaq Global Select Market and will be
delisted.
Advisors
Morgan Stanley & Co. LLC served as financial advisor to
Outerwall and Perkins Coie LLP and Wachtell, Lipton, Rosen & Katz served as legal
counsel.
LionTree Advisors, Bank of America Merrill Lynch, Barclays,
Credit Suisse and Jefferies LLC served as M&A advisors to
Apollo and Paul, Weiss, Rifkind, Wharton & Garrison LLP served
as legal advisor to Apollo.
About Redbox
Redbox provides new-release DVD, Blu-ray
DiscĀ® and video-game rentals through a national network of almost
40,000 self-service kiosks. For more information, visit
www.redbox.com.
About Coinstar
Coinstar offers self-service
coin-counting at almost 20,000 kiosks where consumers can convert
their coins to cash or stored value products. For more
information, visit www.coinstar.com.
About ecoATM
ecoATM consists of self-service kiosks
and an online solution where consumers can sell electronic devices
for cash and generates revenue through the sale of devices
collected to third party resellers, through online marketplaces and
through the Gazelle direct-to-consumer storefront. For more
information, visit www.ecoATM.com.
About Apollo Global Management
Apollo (NYSE:
APO) is a leading global alternative investment manager with
offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Singapore, Mumbai, Delhi, Shanghai and Hong
Kong. Apollo had assets under management of approximately
$186 billion as of June 30,
2016, in private equity, credit and real estate funds
invested across a core group of nine industries where Apollo has
considerable knowledge and resources. For more information about
Apollo, please visit www.agm.com.
Forward-Looking Statements
Certain statements in this press release are "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Words indicating future events, performance,
results and actions, such as "will" and "expect," and variations of
such words, and similar expressions identify forward-looking
statements, but their absence does not mean that a statement is not
forward-looking. The forward-looking statements in this press
release include, among others, statements regarding the Company's
businesses following its acquisition by affiliates of the Apollo
Funds. Forward-looking statements are not guarantees of
future actions, events or performance, which may vary materially
from those expressed or implied in such statements. Differences may
result from, among other things, actions taken by the Company or
Apollo, or other third parties, including those beyond the
Company's control. Such risks and uncertainties include, but are
not limited to, results and timing of strategic and financial
activities, continuation of or changes in strategic and financial
objectives, and the ability to attract new or maintain retailer
relationships, penetrate or maintain markets and distribution
channels, and react to changing consumer demands. The foregoing
list of risks and uncertainties is illustrative, but by no means
exhaustive. For more information on factors that may affect future
performance, results or actions, please review "Risk Factors"
described in our most recent Annual Report on Form 10-K and
subsequent Quarterly Reports on Form 10-Q filed with the Securities
and Exchange Commission ("SEC"), as well as other public filings
with the SEC. These forward-looking statements reflect the
Company's expectations as of the date hereof. The Company
undertakes no obligation to update the information provided
herein.
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SOURCE Outerwall Inc.