Stamps.com Inc. Announces Expiration of “Go-Shop” Period
August 18 2021 - 8:03PM
Business Wire
Stamps.com® (NASDAQ: STMP) (the “Company”), a leading provider
of e-commerce shipping solutions, today announced the expiration of
the 40-day “go-shop” period under the terms of the previously
announced merger agreement, pursuant to which Thoma Bravo, a
leading software investment firm, has agreed to acquire the Company
in an all-cash transaction valued at approximately $6.6
billion.
The 40-day “go-shop” period expired at 11:59 p.m. Pacific Time
on August 17, 2021.
Pursuant to the merger agreement, at the direction of the
Company’s Board of Directors, representatives of J.P. Morgan, the
Company’s exclusive financial advisor, contacted and sought to
engage in discussions regarding alternative acquisition proposals
with potentially interested third parties. The Company did not
receive an acquisition proposal from any of the parties contacted.
In addition, J.P. Morgan received no inquiries from other
potentially interested parties during the “go-shop” period.
About Stamps.com
Stamps.com (NASDAQ: STMP) is the leading provider of e-commerce
shipping software solutions to customers including consumers, small
businesses, e-commerce shippers, enterprises, and high volume
shippers. Stamps.com offers solutions that help businesses run
their shipping operations more smoothly and function more
successfully under the brand names Stamps.com, Endicia®,
ShipStation®, ShipEngine®, ShippingEasy®, ShipWorks®, GlobalPost®
and Metapack®. Stamps.com’s family of brands provides seamless
access to mailing and shipping services through integrations with
more than 500 unique partner applications.
Additional Information and Where to Find It
The Company intends to file with the Securities and Exchange
Commission (the “SEC”) and furnish to its stockholders a proxy
statement on Schedule 14A, as well as other relevant documents
concerning the proposed transaction. The proxy statement will
contain important information about the proposed Merger and related
matters. Investors and security holders of the Company are urged to
carefully read the entire proxy statement when it becomes available
because it will contain important information about the proposed
transactions. A definitive proxy statement will be sent to the
stockholders of the Company seeking any required stockholder
approvals.
Investors and security holders of the Company will be able to
obtain a free copy of the proxy statement, as well as other
relevant filings containing information about the Company and the
proposed transaction, including materials that will be incorporated
by reference into the proxy statement, without charge, at the SEC’s
website (http://www.sec.gov) or from the Company by contacting the
Company’s Investor Relations at (310) 482-5830, by email at
invrel@stamps.com, or by going to the Company’s Investor Relations
page on its website at https://investor.stamps.com/ and clicking on
the link titled “SEC Filings.”
Participants in the Solicitation
The Company and certain of its directors, executive officers and
employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed Merger. Information regarding
the interests of the Company’s directors and executive officers and
their ownership of Company common stock is set forth in the
Company’s annual report on Form 10-K filed with the SEC on February
26, 2021 and the Company’s proxy statement on Schedule 14A filed
with the SEC on April 30, 2021. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests in the proposed Merger, by security
holdings or otherwise, will be contained in the proxy statement and
other relevant materials to be filed with the SEC in connection
with the proposed Merger. Free copies of these documents may be
obtained, without charge, from the SEC or the Company as described
in the preceding paragraph.
Cautionary Statements Regarding Forward-Looking
Information
This release includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are statements that are not historical
facts, and may relate to future events or the Company’s anticipated
results, business strategies or capital requirements, among other
things, all of which involve risks and uncertainties. You can
identify many (but not all) such forward-looking statements by
looking for words such as “assumes,” “approximates,” “believes,”
“expects,” “anticipates,” “estimates,” “projects,” “seeks,”
“intends,” “plans,” “could,” “would,” “may” or other similar
expressions. Important factors which could cause actual results to
differ materially from those in the forward-looking statements
include, but are not limited to, risks related to the ability of
the Company to consummate the proposed transaction with Thoma Bravo
on a timely basis or at all, including: the satisfaction of the
conditions precedent to consummation of the proposed transaction;
the Company’s ability to secure regulatory approvals on the terms
expected in a timely manner or at all; the risk of disruption from
the transaction making it more difficult to maintain business and
operational relationships; the risk of negative side effects of the
announcement or the consummation of the proposed transaction on the
market price of the Company’s common stock or on the Company’s
operating results; significant transaction costs; unknown
liabilities; the risk of litigation and/or regulatory actions
related to the proposed transaction; and competitive factors,
including competitive responses to the transaction and changes in
the competitive environment, pricing changes and increased
competition. Matters described in forward-looking statements may
also be affected by other known and unknown risks, trends,
uncertainties and factors, many of which are beyond the Company’s
ability to control or predict. Further information on these and
other risk and uncertainties relating to the Company can be found
in its reports on Forms 10-K, 10-Q and 8-K and in other filings the
Company makes with the SEC from time to time and which are
available at www.sec.gov. These documents are available under the
SEC filings heading of the Investors section of the Company’s
website at https://investor.stamps.com/. The forward-looking
statements included in this release are made only as of the date
hereof. The Company assumes no obligation and does not intend to
update these forward-looking statements, except as required by
law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210818005849/en/
Stamps.com: Eric Nash Stamps.com Public Relations (310) 482-5942
enash@stamps.com or Suzanne Park Stamps.com Investor Relations
(310) 482-5830 invrel@stamps.com
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