- The Meet Group Shareholders to Receive $6.30 per Share in
Cash
- Transaction Will Provide Certain and Immediate Value to
Shareholders
- Transaction Expected to Close in the 2nd half 2020
The Meet Group, Inc. (NASDAQ: MEET), a leading portfolio of
mobile dating apps, today announced that it has entered into a
definitive agreement to be acquired by ProSiebenSat.1`s and General
Atlantic’s joint company NuCom Group in an all cash transaction for
$6.30 per fully diluted share representing an enterprise value of
approximately $500 million. Together with NuCom Group’s portfolio
company Parship Group, a matchmaking platform with its brands
Parship, Elite Partner and eharmony, The Meet Group will become an
integral part of a global leader in the online dating and social
entertainment sector.
After careful and thorough review, and following consultation
with The Meet Group’s financial and legal advisors, the transaction
was unanimously approved by The Meet Group’s board of directors.
The purchase price represents a 30% and 43% premium to the
unaffected 30 and 60 trading day volume weighted average price,
respectively, to The Meet Group’s common stock through December 13,
2019, the last trading day prior to published market speculation
regarding a potential transaction involving the company.
“The Meet Group Board of Directors undertook a robust process,
which culminated in a transaction that we believe will deliver
certain and immediate value to our shareholders,” said Spencer
Rhodes, Chairman of The Meet Group Board of Directors. “We are
excited about this transaction and the significant benefits
resulting from a combination with Parship Group,” said Geoff Cook,
Chief Executive Officer of The Meet Group. “This transaction will
allow us to tap new strategic growth opportunities by leveraging
our video platform and ProSiebenSat.1’s experience with content and
entertainment. What’s more, with this transaction and the
participation of both General Atlantic and ProSiebenSat.1, we will
achieve a new level of financial scale and backing, which has the
potential to further accelerate our growth.”
The Meet Group’s freemium dating brands, featuring its
industry-leading video platform technology, will be combined with
NuCom’s portfolio company Parship Group, which operates premium
subscription dating brands including eharmony, Parship and Elite
Partner. The transaction will diversify the revenue streams of both
companies and increase their combined international footprint by
broadening the companies’ user base.
Max Conze, CEO, ProSiebenSat.1 Media SE: “The acquisition
of The Meet Group is one of ProSiebenSat.1’s largest transactions.
It will significantly advance our ambition to create one of the
leading global players in online dating and interactive live video.
We believe the combination of these two successful and
complementary businesses will also create synergies within the
ProSiebenSat.1 universe and accelerate the growth of our market
share in the German live video apps sector.”
Tim Schiffers, CEO Parship Group: “Following a successful
acquisition of eharmony, we have proven that we can manage new
businesses and accelerate their growth by combining the best of
both worlds. We continue to consolidate our position in the online
dating market and extend our business model by adding social
entertainment. I am looking forward to working with our new
colleagues to solidify our international footprint.”
The transaction, which is expected to close in the 2nd half of
2020, is subject to approval by The Meet Group’s stockholders,
along with the satisfaction of customary closing conditions and
regulatory approvals, including the expiration or early termination
of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, antitrust approvals in Germany
and Austria as well as approval from the Committee on Foreign
Investment in the United States. The Meet Group expects to hold a
special meeting of its stockholders to consider and vote on the
transaction as soon as feasible after the mailing of the proxy
statement to shareholders.
The Meet Group plans to release its fourth quarter fiscal year
2019 results before market open on March 11, 2020. In light of the
pending transaction announced today, the company will not hold a
corresponding conference call.
Representation
BofA Securities is acting as financial advisor to The Meet
Group, and Morgan, Lewis & Bockius LLP is acting as legal
counsel.
About The Meet Group
The Meet Group (NASDAQ: MEET) is a leading provider of
interactive livestreaming solutions designed to meet the universal
need for human connection. Our ecosystem of livestreaming apps
enables users around the world to interact through one-to-many
livestreaming broadcasts and text-based conversations. Our top
apps, MeetMe®, LOVOO®, Skout®, Tagged® and Growlr®, deliver live
interactions and meaningful connections to millions of users daily.
Headquartered in New Hope, PA, we have offices in Philadelphia, San
Francisco, Dresden, and Berlin. The Meet Group is committed to
safety. You can find a description of current safety practices
here: https://www.themeetgroup.com/safety-practices/. For more
information, visit themeetgroup.com, and follow us on Facebook,
Twitter or LinkedIn.
About ProSiebenSat.1 Media SE
ProSiebenSat.1 combines leading entertainment brands with a
successful production business and a strongly growing commerce
portfolio and is thus one of the most diversified media companies
in Europe. We want to offer great entertainment – whenever,
wherever and on any device. We can address over 45 million TV
households in Germany, Austria and Switzerland with our 15 free and
pay TV channels. At the same time, we reach around 36 million
unique users every month with online offerings marketed by
ProSiebenSat.1. Successful formats like “The Masked Singer”,
“Germany’s Next Topmodel”, and “Beat the Channel” as well as
top-notch stars like Heidi Klum, or Dwayne Johnson belong to our
family. Shows like “Bosch”, “Married at First Sight”, or “Queen of
Drags” are created within our production and distribution business
Red Arrow Studios. Our global digital studio Studio71 achieves over
9.9 billion monthly video views and operates more than 1,400 web
channels. Our NuCom Group is a rapidly growing e-commerce player
with leading portfolio companies that offer online price
comparison, matchmaking, experiences as well as beauty &
lifestyle. ProSiebenSat.1 are more than 7,000 passionate creators
that love to entertain and delight our viewers and consumers each
day.
About General Atlantic
General Atlantic is a leading global growth equity firm
providing capital and strategic support for growth companies.
Established in 1980, General Atlantic combines a collaborative
global approach, sector specific expertise, a long-term investment
horizon and a deep understanding of growth drivers to partner with
great entrepreneurs and management teams to build exceptional
businesses worldwide. General Atlantic has more than 150 investment
professionals based in New York, Amsterdam, Beijing, Greenwich,
Hong Kong, Jakarta, London, Mexico City, Mumbai, Munich, Palo Alto,
São Paulo, Shanghai, and Singapore. For more information on General
Atlantic, please visit the website: www.generalatlantic.com.
About NuCom Group
NuCom Group is the growth partner for consumer internet
companies. We create global category leaders and accelerate the
growth of our portfolio companies by adding marketing power,
operational expertise and clear buy-and-build strategies. Thereby
we combine the strengths of our shareholders in a “best of both
worlds” approach, featuring the reach, know-how and resources from
the ProSiebenSat.1 Group and the expertise and firepower of General
Atlantic, a leading global growth equity investor. We focus on B2C
asset light business models with a clear USP and differentiation.
Currently our portfolio is divided in four verticals: consumer
advice, matchmaking, experience and gift vouchers and beauty and
lifestyle. https://www.nucom.group/
About Parship Group
The Parship Group is the leading provider of online matchmaking
services. The well-known international brands Parship, ElitePartner
and eharmony belong to the group. All three services use scientific
methods to successfully support singles in finding meaningful
relationships that enrich their lives. Both Parship and eharmony
are pioneers in using algorithms to create highly compatible
relationships. California-based eharmony was founded in 2000 and
operates in the United States, Canada, the United Kingdom and
Australia. Parship invented scientific matchmaking in Europe in
2001 and today offers its service in the German-speaking world and
the Benelux countries. Since 2004, ElitePartner is the premium
partner agency for sophisticated singles, operating in the
DACH-region. Currently, the Parship Group employs over 300
colleagues in Hamburg / Germany (headquarters), Los Angeles, London
and Amsterdam. https://www.parshipgroup.com/
Caution Regarding Forward Looking Statements:
This document contains forward-looking statements, including
statements regarding the proposed acquisition of The Meet Group
(the “Company”) by eharmony Holding, Inc. (the “Parent”). From time
to time, oral or written forward-looking statements may also be
included in other information released to the public. These
forward-looking statements are intended to provide management’s
current expectations or plans for our future operating and
financial performance, based on assumptions currently believed to
be valid. Forward-looking statements often contain words such as
“may,” “can,” “could,” “would,” “should,” “expects,” “anticipates,”
“estimates,” “intends,” “plans,” “believes,” “seeks,” “will,” “is
likely to,” “scheduled,” “positioned to,” “continue,” “forecast,”
“aim,” “goal,” “target,” “predicting,” “projection,” “potential” or
similar expressions, although not all forward-looking statements
contain these words. Forward-looking statements may include
references to goals, plans, strategies, objectives, projected costs
or savings, anticipated future performance, results, events or
transactions of the Company and the expected timing of the proposed
transaction with Parent and other statements that are not strictly
historical in nature. These forward-looking statements are based on
management’s current expectations, forecasts and assumptions and
could ultimately prove inaccurate. This means the forward-looking
statements involve a number of risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied in the forward-looking statements, including, but not
limited to: uncertainties as to the timing of the merger;
uncertainties as to how many of the Company’s stockholders will
vote in favor of the merger; the possibility that competing offers
will be made; the ability to receive the required consents and
regulatory approvals for the proposed transaction and to satisfy
the other conditions to the closing of the transaction on a timely
basis or at all, including the required regulatory clearances under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR), the
Bundeswettbewerbsbeh�rde (Austria’s Federal Competition Authority)
and Bundeskartellamt (Germany’s Federal Cartel Office) and from the
Committee on Foreign Investment in the United States (CFIUS); the
failure of Parent to obtain or provide on a timely basis or at all
the necessary financing as set forth in the Equity Commitment
Letters delivered pursuant to the Merger Agreement; the occurrence
of events that may give rise to a right of one or both of the
Company and Parent to terminate the merger agreement; the risk
that, prior to the completion of the transaction, the Company’s
business and its relationships with employees, collaborators,
vendors and other business partners could experience significant
disruption due to transaction-related uncertainty; the risk that
stockholder litigation in connection with the Merger may result in
significant costs of defense, indemnification and liability;
negative effects of the announcement of the transaction on the
market price of Company common stock and/or on the Company’s
business, financial condition, results of operations and financial
performance; risks associated with transaction-related litigation;
and the ability of the Company to retain and hire key personnel;
and the risks and uncertainties pertaining to the Company’s
business, including those detailed under “Risk Factors” and
elsewhere in the Company’s public periodic filings with the SEC.
There can be no assurance that the proposed transaction or any
other transaction described above will in fact be consummated in
the manner described or at all. Stockholders, potential investors
and other readers are urged to consider these risks and
uncertainties in evaluating forward-looking statements and are
cautioned not to place undue reliance on the forward-looking
statements. It is not possible to anticipate or foresee all risks
and uncertainties, and investors should not consider any list of
risks and uncertainties to be exhaustive or complete. For
additional information on identifying factors that may cause actual
results to vary materially from those stated in forward-looking
statements, please see the Company’s statements and reports on
Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC and
other written statements made by the Company from time to time. The
forward-looking information herein is given as of this date only
and is qualified in its entirety by this cautionary statement, and
the Company undertakes no obligation to revise or update it.
Additional Information and Where to Find It
In connection with the merger and with the solicitation of
proxies for the special meeting of stockholders (the “Special
Meeting”), the Company intends to file with the Securities and
Exchange Commission (“SEC”) a proxy statement of the Company (the
“Proxy Statement”), and other relevant materials with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. A definitive Proxy Statement will be sent to the
Company’s stockholders. Investors and security holders will be able
to obtain the Proxy Statement free of charge from the SEC’s website
or from the Company. The documents filed by the Company with the
SEC may be obtained free of charge on the Company’s website at the
Investor Relations section of
http://ir.themeetgroup.com/CorporateProfile/ or at the SEC’s
website at www.sec.gov. These documents may also be obtained free
of charge from the Company by requesting them from Investor
Relations by mail at 100 Union Square Drive, New Hope, PA 18938, or
by telephone at 215.862.1162. This document shall not constitute an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended.
PARTICIPANTS IN THE SOLICITATION
The Company and its directors and executive officers and other
members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information about the Company’s directors and
executive officers is available in the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2018 and in its
proxy statement dated April 29, 2019, for its 2019 Annual Meeting
of Stockholders. 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 regarding the transaction when they become
available. Investors should read the Proxy Statement carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from the
Company as indicated above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200304005887/en/
The Meet Group Investors: Leslie Arena larena@themeetgroup.com
267 714 6418 Media: Brandyn Bissinger bbissinger@themeetgroup.com
267 446 7010 Media ProSiebensat.1 Stefanie Rupp-Menedetter
Stefanie.Rupp@ProSiebenSat1.com Phone: +49 [89] 95 07-2598 Media
NuCom Group: Dorothea Gugel dorothea.gugel@nucom.group Phone: +49
[89] 95 07-8741 General Atlantic Mary Armstrong & Emily Japlon
media@generalatlantic.com
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