REDMOND, Wash., and
MOUNTAIN VIEW, Calif.,
June 13, 2016 /CNW/
-- Microsoft Corp. (Nasdaq: MSFT) and LinkedIn
Corporation (NYSE: LNKD) on Monday announced they have entered into
a definitive agreement under which Microsoft will acquire LinkedIn
for $196 per share in an all-cash
transaction valued at $26.2 billion,
inclusive of LinkedIn's net cash. LinkedIn will retain its distinct
brand, culture and independence. Jeff
Weiner will remain CEO of LinkedIn, reporting to
Satya Nadella, CEO of Microsoft.
Reid Hoffman, chairman of the board,
co-founder and controlling shareholder of LinkedIn, and Weiner both
fully support this transaction. The transaction is expected to
close this calendar year.
LinkedIn is the world's largest and most valuable professional
network and continues to build a strong and growing business. Over
the past year, the company has launched a new version of its mobile
app that has led to increased member engagement; enhanced the
LinkedIn newsfeed to deliver better business insights; acquired a
leading online learning platform called Lynda.com to enter a new
market; and rolled out a new version of its Recruiter product to
its enterprise customers. These innovations have resulted in
increased membership, engagement and financial results,
specifically:
- 19 percent growth year over year (YOY) to more than 433 million
members worldwide
- 9 percent growth YOY to more than 105 million unique visiting
members per month
- 49 percent growth YOY to 60 percent mobile usage
- 34 percent growth YOY to more than 45 billion quarterly member
page views
- 101 percent growth YOY to more than 7 million active job
listings
"The LinkedIn team has grown a fantastic business centered on
connecting the world's professionals," Nadella said. "Together we
can accelerate the growth of LinkedIn, as well as Microsoft Office
365 and Dynamics as we seek to empower every person and
organization on the planet."
"Just as we have changed the way the world connects to
opportunity, this relationship with Microsoft, and the combination
of their cloud and LinkedIn's network, now gives us a chance to
also change the way the world works," Weiner said. "For the
last 13 years, we've been uniquely positioned to connect
professionals to make them more productive and successful, and I'm
looking forward to leading our team through the next chapter of our
story."
The transaction has been unanimously approved by the Boards of
Directors of both LinkedIn and Microsoft. The deal is expected to
close this calendar year and is subject to approval by LinkedIn's
shareholders, the satisfaction of certain regulatory approvals and
other customary closing conditions.
"Today is a re-founding moment for LinkedIn. I see incredible
opportunity for our members and customers and look forward to
supporting this new and combined business," said Hoffman. "I fully
support this transaction and the Board's decision to pursue it, and
will vote my shares in accordance with their recommendation on
it."
Microsoft will finance the transaction primarily through the
issuance of new indebtedness. Upon closing, Microsoft expects
LinkedIn's financials to be reported as part of Microsoft's
Productivity and Business Processes segment. Microsoft expects the
acquisition to have minimal dilution of ~1 percent to non-GAAP
earnings per share for the remainder of fiscal year 2017
post-closing and for fiscal year 2018 based on the expected close
date, and become accretive to Microsoft's non-GAAP earnings per
share in Microsoft's fiscal year 2019 or less than two years
post-closing. Non-GAAP includes stock-based compensation expense
consistent with Microsoft's reporting practice, and excludes
expected impact of purchase accounting adjustments as well as
integration and transaction-related expenses. In addition,
Microsoft also reiterated its intention to complete its existing
$40 billion share repurchase
authorization by Dec. 31, 2016, the
same timeframe as previously committed.
Microsoft and LinkedIn will host a joint conference call with
investors on June 13, 2016, at
8:45 a.m. Pacific Time/11:45 a.m. Eastern Time to discuss this
transaction. The call will be available via webcast at
https://www.microsoft.com/en-us/Investor and will be hosted by
Nadella and Weiner, as well as Microsoft Chief Financial Officer
Amy Hood and Microsoft President and
Chief Legal Officer Brad Smith. The
presentation for the call is available on the Microsoft News
Center.
Morgan Stanley is acting as exclusive financial advisor to
Microsoft, and Simpson Thacher & Bartlett LLP is acting as
legal advisor to Microsoft. Qatalyst Partners and Allen &
Company LLC are acting as financial advisors to LinkedIn, while
Wilson Sonsini Goodrich &
Rosati, Professional Corporation, is acting as legal advisor.
About LinkedIn
LinkedIn connects the world's professionals to make them more
productive and successful and transforms the way companies hire,
market, and sell. Our vision is to create economic opportunity for
every member of the global workforce through the ongoing
development of the world's first Economic Graph. LinkedIn has more
than 400 million members and has offices around the globe.
About Microsoft
Microsoft (Nasdaq "MSFT" @microsoft) is the leading platform and
productivity company for the mobile-first, cloud-first world, and
its mission is to empower every person and every organization on
the planet to achieve more.
Additional Information and Where to Find It
In connection with the transaction, LinkedIn Corporation (the
"Company") will file relevant materials with the Securities and
Exchange Commission (the "SEC"), including a proxy statement on
Schedule 14A. Promptly after filing its definitive proxy statement
with the SEC, the Company will mail the definitive proxy statement
and a proxy card to each stockholder entitled to vote at the
special meeting relating to the transaction. INVESTORS AND SECURITY
HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY WILL
FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE
TRANSACTION. The definitive proxy statement, the preliminary proxy
statement and other relevant materials in connection with the
transaction (when they become available), and any other documents
filed by the Company with the SEC, may be obtained free of charge
at the SEC's website (http://www.sec.gov) or at LinkedIn's website
(http://investors.linkedin.com) or by writing to LinkedIn
Corporation, Investor Relations, 2029 Stierlin Court, Mountain View, California 94043.
The Company and its directors and executive officers are
participants in the solicitation of proxies from the Company's
stockholders with respect to the transaction. Information about the
Company's directors and executive officers and their ownership of
the Company's common stock is set forth in the Company's proxy
statement on Schedule 14A filed with the SEC on April 22, 2016. To the extent that holdings of
the Company's securities have changed since the amounts printed in
the Company's proxy statement, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Information regarding the identity of the participants,
and their direct or indirect interests in the transaction, by
security holdings or otherwise, will be set forth in the proxy
statement and other materials to be filed with SEC in connection
with the transaction.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 with respect to the proposed transaction and business
combination between Microsoft and LinkedIn, including statements
regarding the benefits of the transaction, the anticipated timing
of the transaction and the products and markets of each company.
These forward-looking statements generally are identified by the
words "believe," "project," "expect," "anticipate," "estimate,"
"intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect LinkedIn's
business and the price of the common stock of LinkedIn, (ii) the
failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the merger agreement by the
stockholders of LinkedIn and the receipt of certain governmental
and regulatory approvals, (iii) the occurrence of any event, change
or other circumstance that could give rise to the termination of
the merger agreement, (iv) the effect of the announcement or
pendency of the transaction on LinkedIn's business relationships,
operating results, and business generally, (v) risks that the
proposed transaction disrupts current plans and operations of
LinkedIn or Microsoft and potential difficulties in LinkedIn
employee retention as a result of the transaction, (vi) risks
related to diverting management's attention from LinkedIn's ongoing
business operations, (vii) the outcome of any legal proceedings
that may be instituted against us or against LinkedIn related to
the merger agreement or the transaction, (viii) the ability of
Microsoft to successfully integrate LinkedIn's operations, product
lines, and technology, and (ix) the ability of Microsoft to
implement its plans, forecasts, and other expectations with respect
to LinkedIn's business after the completion of the proposed merger
and realize additional opportunities for growth and innovation. In
addition, please refer to the documents that Microsoft and LinkedIn
file with the SEC on Forms 10-K, 10-Q and 8-K. These filings
identify and address other important risks and uncertainties that
could cause events and results to differ materially from those
contained in the forward-looking statements set forth in this press
release. Forward-looking statements speak only as of the date they
are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Microsoft and LinkedIn assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise.
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SOURCE Microsoft Corp.