Ancestry.com Announces Proposed Secondary Offering of Common Stock
November 08 2010 - 6:28AM
Ancestry.com Inc. (Nasdaq:ACOM), the world's
largest online family history resource, today announced that it has
filed a preliminary prospectus in connection with the commencement
of the previously announced secondary public offering of its common
stock. In this offering, which is subject to market and other
conditions, certain of the Company's stockholders intend to offer
3,564,842 shares of common stock for sale and grant the
underwriters the right to purchase up to 534,726 additional shares,
solely to cover over-allotments, if any. 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 incur non-recurring professional fees and costs of approximately
$1 million in connection with this offering, which will negatively
affect the company's adjusted EBITDA for the quarter and full year
ending December 31, 2010.
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 both the repurchase and fees and costs
incurred in connection with the offering.
Morgan Stanley and BofA Merrill Lynch are acting as
representatives of the underwriters for the offering. Citi,
Jefferies & Company and Piper Jaffray are acting as
underwriters.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective. A preliminary prospectus relating to the
offering has been filed with the Securities and Exchange Commission
and is available on its Web site, http://www.sec.gov/. Copies of
the preliminary prospectus also may be obtained from:
Morgan Stanley & Co. Incorporated |
180 Varick Street |
New York, New York 10014 |
Attention: Prospectus Department |
E-mail: prospectus@morganstanley.com |
|
BofA Merrill Lynch |
4 World Financial Center |
New York, NY 10080 |
Attn: Prospectus Department |
Email: dg.prospectus_requests@baml.com |
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 or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
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 regarding the proposed offering, the repurchase
of shares and the anticipated costs of these transactions. 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 market
conditions. Information concerning these and other factors
that could cause results to differ materially from those contained
in the forward-looking statements is contained under the caption
"Risk Factors" in Amendment No. 1 to our Registration Statement on
Form S-1, filed today, 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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