Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
This communication relates to the proposed merger transaction involving Blackhawk Network Holdings, Inc. (the “Company”). In
connection with the proposed merger, the Company will file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s proxy statement on Schedule 14A (the “Proxy Statement”).
This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed merger. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE
COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be
able to obtain the documents (when available) free of charge at the SEC’s website, http://www.sec.gov, and the Company’s website, www.blackhawknetwork.com. In addition, the documents (when available) may be obtained free of charge by
directing a request to Patrick Cronin by email at investor.relations@bhnetwork.com or by calling (925)
226-9973.
The Company and its
directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of the Company’s common stock in respect of the proposed transaction. Information about the directors and executive officers of
the Company is set forth in the proxy statement for the Company’s 2017 annual meeting of stockholders, which was filed with the SEC on April 20, 2017, and in other documents filed by the Company, including on behalf of such individuals,
with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials
to be filed with the SEC in respect of the proposed transaction when they become available.
Cautionary Statements Regarding Forward-Looking Information
Certain statements contained in this communication may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are indicated by words or phrases such as “guidance,” “believes,” “expects,” “intends,” “forecasts,”
“can,” “could,” “may,” “anticipates,” “estimates,” “plans,” “projects,” “seeks,” “should,” “targets,” “will,” “would,”
“outlook,” “continuing,” “ongoing,” and similar words or phrases and the negative of such words and phrases. Forward-looking statements are based on the Company’s current plans and expectations and involve risks
and uncertainties which are, in many instances, beyond the Company’s control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and
uncertainties include the following: the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the failure to obtain the Company’s stockholders’ approval of the transaction;
the failure to obtain certain required regulatory approvals to the completion of the transaction or the failure to satisfy any of the other conditions to the completion of the transaction; the effect of the announcement of the transaction on the
ability of the Company to retain and hire key personnel and maintain relationships with its partners, clients, customers, providers, advertisers, and others with whom it does business, or on its operating results and businesses generally; risks
associated with the disruption of management’s attention from ongoing business operations due to the transaction; the ability to meet expectations regarding the timing and completion of the merger; and other risks and uncertainties described in
the Company’s reports and filings with the SEC, including the risks and uncertainties set forth in Item 1A under the heading Risk Factors in the Company’s Annual Report on Form
10-K
for the year
ended December 31, 2016 filed with the SEC on February 27, 2017 and other periodic reports the Company files with the SEC, which are available at www.sec.gov and the Company’s website at www.blackhawknetwork.com. The Company
undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof and disclaims any obligation to do so other than as may be required by law. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date hereof.
[
The following letter was sent to employees of Blackhawk Network Holdings, Inc. on January 16, 2018.
]
Dear Blackhawk team,
Today we announced that Blackhawk has
agreed to be acquired by Silver Lake and P2 Capital Partners for $45.25 per share and total consideration of $3.5 billion. Silver Lake is the premier private investment firm focused exclusively on technology and technology-enabled companies and
P2 Capital Partners is one of Blackhawk’s long-term investors with a history of investing in technology companies. This is exciting news for us as this partnership is an important next phase in accelerating our growth strategy and achieving
success for all of our employees, customers, partners and stockholders. Blackhawk team members around the world have achieved incredible results in delivering unmatched service to our customers and developing our market-leading solutions. Silver
Lake and P2’s interest in acquiring Blackhawk is a testament to your hard work, dedication, teamwork and individual achievements.
The transaction is
expected to close in
mid-2018,
subject to customary closing conditions, including receipt of stockholder and regulatory approvals. At that time, Blackhawk will become a private company. Given the changing U.S.
retail environment, the rise of digital solutions and the growing demand for Blackhawk’s solutions from global brands, we believe that the time is right to become a private company. Partnering with Silver Lake and P2 will help us execute our
growth strategy by increasing investments in new products and technologies and pursuing strategic acquisitions as we continue to diversify and grow in the U.S. and internationally.
Silver Lake and P2 are committed to investing in Blackhawk’s long-term success, and both organizations are supportive of our management team and
strategic vision. They have proven track records of success investing in companies just like ours. I am confident their experience will be complementary as we help our customers transform into digital-focused omni-channel organizations.
I understand that you will have questions about what this announcement means for you and our business. Please know that we are committed to keeping you as
informed as we can along the way. If you have any questions, please do not hesitate to reach out to your manager. While our ownership structure is changing, our management, mission and strategies are not and it’s important that all of us
continue to focus on our
day-to-day
responsibilities. This is indeed a very exciting opportunity for our company.
Thank you for your continued hard work and ongoing dedication to Blackhawk and our customers. You all have been instrumental in our success to date and are
important to our future achievements.
Sincerely,
Talbott
Additional Information and Where to Find It
This
communication relates to the proposed merger transaction involving Blackhawk Network Holdings, Inc. (the “Company”). In connection with the proposed merger, the Company will file relevant materials with the U.S. Securities and Exchange
Commission (the “SEC”), including the Company’s proxy statement on Schedule 14A (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the
SEC or send to its stockholders in
connection with the proposed merger. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT,
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s website,
http://www.sec.gov, and the Company’s website, www.blackhawknetwork.com. In addition, the documents (when available) may be obtained free of charge by directing a request to Patrick Cronin by email at investor.relations@bhnetwork.com or by
calling (925)
226-9973.
Participants in Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of the Company’s
common stock in respect of the proposed transaction. Information about the directors and executive officers of the Company is set forth in the proxy statement for the Company’s 2017 annual meeting of stockholders, which was filed with the SEC
on April 20, 2017, and in other documents filed by the Company, including on behalf of such individuals, with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.
Cautionary Statements Regarding Forward-Looking Information
Certain statements contained in this communication may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are indicated by words or phrases such as “guidance,” “believes,” “expects,” “intends,” “forecasts,”
“can,” “could,” “may,” “anticipates,” “estimates,” “plans,” “projects,” “seeks,” “should,” “targets,” “will,” “would,”
“outlook,” “continuing,” “ongoing,” and similar words or phrases and the negative of such words and phrases. Forward-looking statements are based on the Company’s current plans and expectations and involve risks
and uncertainties which are, in many instances, beyond the Company’s control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and
uncertainties include the following: the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the failure to obtain the Company’s stockholders’ approval of the transaction;
the failure to obtain certain required regulatory approvals to the completion of the transaction or the failure to satisfy any of the other conditions to the completion of the transaction; the effect of the announcement of the transaction on the
ability of the Company to retain and hire key personnel and maintain relationships with its partners, clients, customers, providers, advertisers, and others with whom it does business, or on its operating results and businesses generally; risks
associated with the disruption of management’s attention from ongoing business operations due to the transaction; the ability to meet expectations regarding the timing and completion of the merger; and other risks and uncertainties described in
the Company’s reports and filings with the SEC, including the risks and uncertainties set forth in Item 1A under the heading Risk Factors in the Company’s Annual
Report on Form
10-K
for the year ended December 31, 2016 filed with the SEC on February 27, 2017 and other periodic reports the Company files
with the SEC, which are available at www.sec.gov and the Company’s website at www.blackhawknetwork.com. The Company undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date
hereof and disclaims any obligation to do so other than as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
[
The following is the form of a letter sent to partners of Blackhawk Network Holdings, Inc. on January 16,
2018.
]
Dear [valued customer/partner],
Today
Blackhawk Network Holdings announced that we have agreed to be acquired by Silver Lake, the premier private investment firm focused exclusively on technology and technology-enabled companies, and P2 Capital Partners, one of Blackhawk’s
long-term investors, with a history of investing in technology companies and partnering with management teams to increase long-term value.
Silver Lake
has a proven track record of investing and growing businesses at scale, capitalizing on their market leadership and technology advantages, and accelerating growth. You may know that Silver Lake is an owner or investor in global leaders like Alibaba,
Broadcom, Dell, and Skype. Silver Lake also has significant experience and success investing in payments and financial technology businesses. Their current and past fintech investments include Ameritrade, Mercury Payments, Nasdaq and SoFi.
P2 Capital is a New York based equity investor in public and private companies and has been one of Blackhawk’s largest stockholders for multiple years.
P2 Capital is deeply familiar and supportive of our company, management team and vision.
This is exciting news for us as this partnership is an important
next phase in accelerating our growth strategy and continuing to deliver leading prepaid gift, reward and incentive solutions to our customers.
As you
know, Blackhawk has been working closely with our customers to deliver new products and services across both physical and digital channels. Over the last five years we have also diversified into incentives and expanded globally, with operations in
26 countries. With this transaction, we will be able to increase investment in Blackhawk’s leading platforms, accelerate new product development and deliver more of our solutions globally.
In collaboration with Silver Lake and P2 Capital, Blackhawk’s leading prepaid payment network, extensive distribution network, product content and
incentive solutions will all be amplified to enhance value for our customers and partners globally. We believe this is great news for our customers around the world.
While our ownership structure is changing, our mission and strategies are not. You can continue to count on the service, support and solutions provided by our
company and your current Blackhawk representative.
We value your ongoing partnership and look forward to continuing our relationship well into the
future. If you have any questions, please feel free to contact [me OR your usual Blackhawk representative].
Thank you for your continued support and
let’s make 2018 a banner year!
Sincerely,
[NAME]
Additional Information and Where to Find It
This communication relates to the proposed merger transaction involving Blackhawk Network Holdings, Inc. (the “Company”). In connection with the
proposed merger, the Company will file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s proxy statement on Schedule 14A (the “Proxy Statement”). This communication is
not a substitute for the Proxy Statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed merger. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO
READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the
documents (when available) free of charge at the SEC’s website, http://www.sec.gov, and the Company’s website, www.blackhawknetwork.com. In addition, the documents (when available) may be obtained free of charge by directing a request to
Patrick Cronin by email at investor.relations@bhnetwork.com or by calling (925)
226-9973.
Participants in
Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of
the Company’s common stock in respect of the proposed transaction. Information about the directors and executive officers of the Company is set forth in the proxy statement for the Company’s 2017 annual meeting of stockholders, which was
filed with the SEC on April 20, 2017, and in other documents filed by the Company, including on behalf of such individuals, with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.
Cautionary Statements Regarding Forward-Looking Information
Certain statements contained in this communication may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are indicated by words or phrases such as “guidance,” “believes,” “expects,” “intends,” “forecasts,”
“can,” “could,” “may,” “anticipates,” “estimates,” “plans,” “projects,” “seeks,” “should,” “targets,” “will,” “would,”
“outlook,” “continuing,” “ongoing,” and similar words or phrases and the negative of such words and phrases. Forward-looking statements are based on the Company’s current plans and expectations and involve risks
and uncertainties which are, in many instances, beyond the Company’s control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and
uncertainties include the following: the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the failure to obtain the Company’s stockholders’ approval of the transaction;
the failure to obtain certain required regulatory approvals to the completion of the transaction or the failure to satisfy any of the other conditions to the completion of the transaction; the effect of the announcement of the transaction on the
ability of the Company to retain and hire key personnel and maintain relationships with its partners, clients, customers, providers,
advertisers, and others with whom it does business, or on its operating results and businesses generally; risks associated with the disruption of management’s attention from ongoing business
operations due to the transaction; the ability to meet expectations regarding the timing and completion of the merger; and other risks and uncertainties described in the Company’s reports and filings with the SEC, including the risks and
uncertainties set forth in Item 1A under the heading Risk Factors in the Company’s Annual Report on Form
10-K
for the year ended December 31, 2016 filed with the SEC on February 27, 2017 and
other periodic reports the Company files with the SEC, which are available at www.sec.gov and the Company’s website at www.blackhawknetwork.com. The Company undertakes no obligation to update forward-looking statements to reflect developments
or information obtained after the date hereof and disclaims any obligation to do so other than as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.