NEW YORK, Oct. 21, 2016 /PRNewswire/ -- Everyday Health,
Inc. (NYSE: EVDY), a leading provider of digital health marketing
and communications solutions, today announced that it has entered
into a definitive merger agreement with Ziff Davis, LLC, a leading
digital media company in the technology, gaming and lifestyle
categories, which comprises the Digital Media Division of j2
Global, Inc. (NASDAQGS: JCOM). 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. The transaction represents a 28% premium to
Everyday Health's unaffected closing share price on October 19, 2016, the trading day prior to media
reports that Everyday Health was considering strategic
alternatives. It also represents a premium of approximately 57% to
Everyday Health's average closing share price over the last twelve
months, up to and including October 19,
2016, the trading day prior to market speculation about a
potential transaction.
Ben Wolin, Co-Founder and Chief
Executive Officer of Everyday Health, commented, "We are pleased to
have reached this agreement with Ziff Davis, which we believe is in
the best interests of Everyday Health and our shareholders and
represents the culmination of a thorough review of strategic
alternatives for the Company. This compelling transaction delivers
significant and immediate cash value to our shareholders, and
positions Everyday Health to reach its next phase of growth. We
look forward to working with the Ziff Davis team to ensure a
seamless transition."
Terms of the Agreement
Under the terms of the
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 Board of Directors of Everyday Health
unanimously approved the transaction. The Everyday Health Board of
Directors received a fairness opinion from Qatalyst Partners and
recommends that Everyday Health shareholders tender their shares
into the offer. With the assistance of the Company's
independent financial and legal advisors, Everyday Health conducted
a thorough process to review all options to maximize value for
Everyday Health's shareholders.
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.
Advisors
Qatalyst Partners is serving as exclusive
financial advisor to Everyday Health, and Cooley LLP is serving as
its legal advisor.
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.
Cautionary Statement Regarding Forward-Looking
Statements
The statements included in this press release
that are not a description of historical facts are forward-looking
statements. Words or phrases such as "believe," "may," "could,"
"will," "estimate," "continue," "anticipate," "intend," "seek,"
"plan," "expect," "should," "would" or similar expressions are
intended to identify forward-looking statements and are based on
Everyday Health's current beliefs and expectations. These
forward-looking statements include without limitation statements
regarding the planned completion of the Offer and the merger (the
"Merger"); statements regarding the anticipated filings and
approvals relating to the Offer and the Merger; statements
regarding the expected completion of the Offer and the Merger and
statements regarding the ability of the Purchaser to complete the
Offer and the Merger considering the various closing conditions.
Everyday Health's actual future results may differ materially from
Everyday Health's current expectations due to the risks and
uncertainties inherent in its business. These risks include, but
are not limited to: uncertainties as to the timing of the Offer and
the Merger; uncertainties as to the percentage of Everyday Health's
stockholders tendering their shares in the Offer; the possibility
that competing offers will be made; the possibility that various
closing conditions to the Offer or the Merger may not be satisfied
or waived, including that a governmental entity may prohibit, delay
or refuse to grant approval for the consummation of the Merger; the
effects of disruption caused by the transaction making it more
difficult to maintain relationships with employees, customers,
vendors and other business partners; the risk that stockholder
litigation in connection with the Offer or the Merger may result in
significant costs of defense, indemnification and liability; and
risks and uncertainties pertaining to the business of Everyday
Health, including the risks and uncertainties detailed under "Risk
Factors" and elsewhere in Everyday Health's public filings with the
SEC.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
All forward-looking statements are qualified in their entirety by
this cautionary statement and Everyday Health undertakes no
obligation to revise or update this press release to reflect events
or circumstances after the date hereof, except as required by
law.
Notice to Investors/Important Additional Information and
Where to Find It
This press release is not a
recommendation, an offer to purchase or a solicitation of an offer
to sell shares of Everyday Health's common stock or other
securities. The tender offer (the "Offer") described in this press
release has not yet commenced. Upon commencement of the Offer,
Ziff-Davis, LLC and Project Echo Acquisition Corp. (the
"Purchaser") will file with the United States Securities and
Exchange Commission (the "SEC") a Tender Offer Statement on
Schedule TO and related exhibits, including the offer to purchase
(the "Offer to Purchase"), letter of transmittal (the "Letter of
Transmittal"), and other related documents and, thereafter,
Everyday Health will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the Offer. Once filed, holders of common stock and other
Everyday Health securities can obtain these documents free of
charge from the SEC's website at www.sec.gov. Holders of common
stock and other Everyday Health securities may also obtain, at no
charge, any documents filed with or furnished to the SEC by
Everyday Health from the "Investor Relations" section of Everyday
Health website at http://corporate.everydayhealth.com. THE TENDER
OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE RELATED
LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND
THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL
CONTAIN IMPORTANT INFORMATION. HOLDERS OF EVERYDAY HEALTH
SECURITIES ARE ADVISED TO READ THESE DOCUMENTS AND RELATED EXHIBITS
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND
PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE OFFER.
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SOURCE Everyday Health, Inc.