Ancestry.com Announces Filing of Registration Statement for Sale of Shares by Existing Stockholders
November 02 2010 - 6:24AM
Ancestry.com Inc. (Nasdaq:ACOM), the world's largest online family
history resource, today announced the filing of a registration
statement in connection with a proposed secondary public offering
of its common stock. The shares are proposed to be sold by certain
existing stockholders of the company. Ancestry.com is not
selling any shares of common stock in the offering and will receive
no proceeds from the sale. The secondary offering will not result
in dilution of shares currently outstanding.
Ancestry.com expects to enter into an agreement with the selling
shareholders, including affiliates of Spectrum Equity Investors V,
L.P., to repurchase approximately $25 million in shares of
common stock directly from such selling stockholders in a private,
non-underwritten transaction at a price per share equal to the net
proceeds per share that selling stockholders receive in the
offering. Cash on hand will fund the repurchase.
Ancestry.com expects to incur non-recurring professional fees
and costs in connection with this offering, which will negatively
affect the company's adjusted EBITDA for the quarter and full year
ending December 31, 2010.
Subject to the timing of when the Securities and Exchange
Commission declares the registration statement effective, the
company intends to conduct the offering during November 2010.
However, the timing of the offering, if any, could vary based
on the company's stock price and market conditions, among other
factors.
A registration statement relating to the offering has been filed
with the Securities and Exchange Commission but has not yet become
effective. Ancestry.com common stock may not be sold pursuant
to the registration statement, nor may offers to buy pursuant to
the registration statement be accepted, prior to the time the
registration statement becomes effective. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any
state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state.
About Ancestry.com
Ancestry.com Inc. (Nasdaq:ACOM) is the world's largest online
family history resource, with nearly 1.4 million paying
subscribers. More than 6 billion records have been
added to the site in the past 14 years. Ancestry users
have created more than 20 million family trees containing over
2 billion profiles. Ancestry.com has local Web sites
directed at nine countries that help people discover, preserve and
share their family history, including its flagship Web site at
www.ancestry.com.
Forward-looking Statements
This press release contains forward-looking statements.
These statements relate to future events or to future
financial performance and involve known and unknown risks,
uncertainties, and other factors that may cause our actual results,
levels of activity, performance, or achievements to be materially
different from those anticipated in these forward-looking
statements. In some cases, you can identify forward-looking
statements by the use of words such as "appears," "may,"
"designed," "expect," "intend," "focus," "seek," "anticipate,"
"believe," "estimate," "predict," "potential," "should," "continue"
or "work" or the negative of these terms or other comparable
terminology. These statements include statements describing
our subscriber base, our reach, our activities to enhance
subscribers' experience, our activities to promote our products,
our business outlook, our leadership position and our opportunities
and prospects for growth, including growth in revenues and adjusted
EBITDA. These forward-looking statements are based on
information available to us as of the date of this press release.
Forward-looking statements involve a number of risks and
uncertainties that could cause actual results to differ materially
from those anticipated by these forward-looking statements.
Such risks and uncertainties include a variety of factors,
some of which are beyond our control. In particular, such
risks and uncertainties include difficulties encountered in
integrating acquired businesses and retaining customers, and the
additional difficulty of integration when continuing the acquired
operation; failure of our products to continue to meet customer
demand; the adverse impact of competitive product announcements;
failure of the second season of Who Do You Think You Are? to yield
results comparable to the first season; failure to achieve
anticipated revenues and operating performance; changes in overall
economic conditions; the loss of key employees; competitors'
actions; pricing and gross margin pressures; inability to control
costs and expenses; and significant litigation.
Information concerning additional factors that could cause
results to differ materially from those projected in the
forward-looking statements is contained under the caption "Risk
Factors" in our Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2010, and in discussions in other of our
SEC filings.
These forward-looking statements should not be relied upon as
representing our views as of any subsequent date and we assume no
obligation to publicly update or revise these forward-looking
statements for any reason, whether as a result of new information,
future events, or otherwise.
CONTACT: Ancestry.com Inc.
Investors:
Ryan Ostler
(801) 705-7942
rostler@ancestry.com
Media:
Heather Erickson
(801) 705-7104
herickson@ancestry.com
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