Internet Brands Stockholders Vote to Approve Acquisition by Hellman & Friedman
December 16 2010 - 5:02PM
Marketwired
Internet Brands, Inc. (NASDAQ: INET), a leading Internet media
company, announced that its stockholders voted at a special meeting
today to adopt the merger agreement entered into on September 17,
2010 providing for the acquisition of Internet Brands by investment
funds managed by Hellman & Friedman LLC.
Adoption of the merger agreement was subject to two votes. Under
Delaware law, the merger agreement was required to be adopted by
the affirmative vote of holders of a majority of the voting power
of the company's Class A common stock and Class B common stock
outstanding on the record date of November 9, 2010, voting together
as a single class. Holders of shares representing approximately
93.6% of the voting power of the outstanding common stock voted in
favor of the adoption of the merger agreement.
In addition to the vote required under Delaware law, the merger
agreement was required to be adopted by the holders of a majority
of the outstanding shares of Internet Brands' Class A common stock
(other than shares held by Idealab, Idealab Holdings L.L.C. and
certain other excluded parties). Holders of approximately 79.4% of
these shares voted in favor of the adoption of the merger
agreement.
Pursuant to the merger agreement, Internet Brands stockholders
will receive $13.35 per share in cash, without interest and less
any applicable withholding taxes, for each share of common stock
they owned immediately prior to the effective time of the merger
(other than certain shares owned by Internet Brands, the other
parties to the merger agreement, and their respective subsidiaries,
and by stockholders who have perfected and not withdrawn a demand
for appraisal rights). Subject to the satisfaction or waiver of
customary closing conditions, the transaction is anticipated to
close on December 17, 2010.
About Internet Brands
Internet Brands, Inc. (NASDAQ: INET) is a unique and leading
Internet media company. The company owns and operates more than 100
websites that are leaders in their vertical markets. In total,
these sites organically attract (without paid marketing)
approximately 70 million unique visitors per month. The vast
majority of these sites have very strong community participation.
Internet Brands is unique in its ability to monetize Internet
audiences. The company's proprietary platform optimizes yields from
its more than 40,000 direct advertisers spanning seven vertical
categories. The platform is core to the company's acquisitions
strategy, providing a cost-efficient and scalable approach to
expanding the company's online footprint. Internet Brands was
founded in 1998 by Idealab, a creator and operator of technology
companies based in Pasadena, California.
About Hellman & Friedman
Hellman & Friedman LLC is a leading private equity
investment firm with offices in San Francisco, New York and London.
Since its founding in 1984, Hellman & Friedman has raised over
$25 billion of committed capital. The Firm focuses on investing in
superior business franchises and serving as a value-added partner
to management in select industries including energy &
industrials, software, business & marketing services, internet
& digital media, financial services, insurance, media, and
healthcare. For more information on Hellman & Friedman, visit
www.hf.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, which involve significant risks and uncertainties. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including
statements containing words such as "may," "could," "should,"
"will," "believe," "anticipate," "estimate," "expect," "intend,"
"plan," "target," "goal," similar expressions or statements of
current expectation or opinion and any statements of assumptions
underlying the foregoing. Investors and security holders are
cautioned not to place undue reliance on forward-looking
statements. Actual results could differ materially from those
currently anticipated due to a number of risks and uncertainties.
Risks and uncertainties that could cause results to differ from
expectations include risks relating to the ability to recognize
benefits of the merger, risks that the transaction may disrupt
current plans and operations, and potential difficulties in
employee retention as a result of the merger. Additional factors
that may affect the future results of Internet Brands are set forth
in its filings with the Securities and Exchange Commission,
including its recent filings on Forms 10-K, 10-Q and 8-K,
including, but not limited to, those described in Internet Brands'
Annual Report on Form 10-K for the annual period ended December 31,
2009 and the Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2010. Internet Brands does not undertake any
obligation to update any forward-looking statements as a result of
new information, future developments or otherwise, except as
required by law.
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