J2 Global, Inc. (NASDAQ: JCOM), announced that its Board of
Directors approved its previously announced separation into two
independent publicly traded companies – J2 Global, Inc., which will
be known as Ziff Davis, Inc. after the separation (“J2,” “J2
Global” or “Ziff Davis”) and Consensus Cloud Solutions, Inc.
(“Consensus”). The J2 Global Board of Directors declared a special
dividend distribution of one share of Consensus common stock for
every three shares of J2 Global common stock outstanding as of the
close of business on October 1, 2021, the record date for the
distribution. The separation is expected to be completed on October
7, 2021.
In connection with the separation, J2 Global intends to launch a
tender offer to purchase a portion of its outstanding 4.625% senior
notes due 2030 at a tender price no greater than 108.00%, with a
maximum aggregate purchase price of $330 million. J2 Global intends
to fund the purchase price in part from a cash distribution by
Consensus to J2 Global of $260 million pursuant to the terms of the
separation.
“As two leading independent public companies with distinct
management teams, capital structures, and strategic focus, Ziff
Davis and Consensus will be very well positioned to create enduring
value for shareholders and customers,” said Richard Ressler,
chairman of J2 Global’s Board of Directors.
J2 Global’s current CEO, Vivek Shah, will be CEO of Ziff Davis,
while Scott Turicchi, J2 Global’s current President & CFO, will
become CEO of Consensus.
Ziff Davis
Ziff Davis will continue to build its portfolio of digital media
and internet brands with leadership positions in high-value
verticals, including technology, shopping, entertainment, health,
cybersecurity and martech. Ziff Davis provides trusted content and
tools; has a leading programmatic acquisition system; and has an
established track record of growth.
Consensus
Consensus will continue to be a leading provider of secure data
delivery for enterprise and healthcare interoperability for the
healthcare sector and other highly regulated industries, while
serving as a leading provider of cloud fax solutions for SoHo
(Single Office Home Office).
Transaction Details
The separation will occur by means of a pro rata distribution to
J2 Global stockholders of 80.1% of the outstanding shares of
Consensus. The distribution is expected to occur on October 7,
2021. In connection with the separation, J2 Global will be renamed
Ziff Davis, Inc. Consequently, the separation will provide J2
Global stockholders with ownership interests in both Ziff Davis,
Inc. and Consensus Cloud Solutions, Inc.
Each J2 Global stockholder will receive one share of Consensus
common stock for every three shares of J2 Global common stock held
as of October 1, 2021, the record date for the distribution. No
fractional shares of Consensus will be issued. Stockholders will
receive cash in lieu of fractional shares.
Beginning on or about September 30, 2021 and continuing up to
the distribution date, it is expected that "when issued" trading
will begin for Consensus shares on the Nasdaq Global Select Market
("Nasdaq") under the ticker symbol "CCSIV." Consensus shares are
expected to begin "regular way" trading on Friday, October 8, 2021
on Nasdaq under the ticker symbol "CCSI." J2 Global, to be renamed
Ziff Davis, Inc., will trade on Nasdaq under the ticker symbol
"ZD."
Also beginning on or about September 30, 2021 and continuing up
to the distribution date, it is expected that there will be two
markets in J2 Global common stock. J2 Global shares that trade in
the "regular-way" market under the symbol "JCOM" will trade with an
entitlement to shares of Consensus common stock to be distributed
pursuant to the distribution; shares that trade in the
"ex-distribution" market under the symbol "JCOMV" will trade
without an entitlement to shares of Consensus common stock.
J2 Global stockholders are urged to consult their financial and
tax advisors regarding the particular consequences of the
distribution in their situation, including, without limitation, the
specific implications of selling Consensus shares and the
applicability and effect of any U.S. federal, state, local and
foreign tax laws.
No action is required by J2 Global stockholders in order to
receive Consensus shares in the distribution. J2 Global expects
that by the end of September, the information statement regarding
the separation will be made available to all J2 Global stockholders
entitled to receive Consensus shares. The information statement is
an exhibit to the Registration Statement on Form 10 filed by
Consensus with the U.S. Securities and Exchange Commission ("SEC"),
and describes Consensus and its business, including details
regarding the separation and distribution and certain risks of
owning Consensus shares.
The separation and distribution remain subject to certain
conditions, including, among others receipt of a favorable IRS
ruling and opinions of J2 Global’s tax advisors regarding certain
U.S. federal income tax matters, the making of a cash distribution
from Consensus to J2 Global, and the effectiveness of the Form 10.
J2 Global’s board of directors may cancel the distribution at any
time prior to the distribution.
For more information, view the full Consensus Form 10 at
http://www.sec.gov and visit J2 Global's Investor Relations site at
https://investor.j2global.com/corporate-information/overview/default.aspx.
About J2 Global
J2 Global, Inc. (NASDAQ: JCOM) is a leading internet information
and services company consisting of a portfolio of brands including
IGN, Mashable, Humble Bundle, Speedtest, PCMag, RetailMeNot,
Offers.com, Spiceworks, Ekahau, Everyday Health, BabyCenter and
What To Expect in its Digital Media business and Consensus, eFax,
eVoice, Moz, iContact, Campaigner, Vipre, and IPVanish in its Cloud
Services business. J2 Global reaches more than 240 million people
per month across its brands. As of December 31, 2020, J2 Global had
achieved 25 consecutive fiscal years of revenue growth. For more
information about J2 Global, please visit www.j2global.com.
Following the separation, J2 Global will be renamed Ziff Davis,
Inc. and will trade on Nasdaq under the ticker symbol “ZD.”
About Consensus Cloud Solutions, Inc.
Consensus Cloud Solutions, Inc. is a leading provider of digital
cloud fax technology. Consensus offers eFax, a global leader in
online faxing, Consensus Unite and Consensus Harmony
interoperability solutions, Consensus Signal for secure automatic
real-time healthcare communications, Consensus Clarity, an Optical
Character recognition (OCR) and Natural Language Processing (NLP)
solution, and jSign for electronic digital signatures. For more
information about Consensus, visit www.consensus.com.
“Safe Harbor” Statement Under the Private Securities
Litigation Reform Act of 1995
Certain statements in this Press Release are “forward-looking
statements” within the meaning of The Private Securities Litigation
Reform Act of 1995 with respect to the proposed spin-off
transaction. These forward-looking statements are subject to
numerous assumptions, risks and uncertainties, including market and
other conditions and include uncertainties regarding expected
operating performance and financial position of the companies after
the separation, whether the transaction or the proposed debt tender
offer can be completed with the proposed form, terms or timing, or
at all, the costs and expected benefits of the proposed
transaction, and the expected tax treatment of the transaction.
There are important factors that could cause our actual results,
level of activity, performance or achievements to differ materially
from the results, level of activity, performance or achievements
expressed or implied by the forward-looking statements, including
those factors described in J2 Global’s Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
other documents filed from time to time by J2 Global with the SEC,
and the "Risk Factors" section of the preliminary information
statement included in the Registration Statement on Form 10 filed
by Consensus with the SEC. J2 Global and Consensus assume no
obligation to update these forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20210921006148/en/
Rebecca Wright (800) 577-1790 J2 Global, Inc.
investor@j2.com
j2 Global (NASDAQ:JCOM)
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