Not sure what this means/how importantit is - holiday sun addling the brains - but this came through on my alerts so bunging it up so that far more intelligent people than me can make sense of it.
Carrie
DOWNERS GROVE, Ill., Jul 17, 2008 (BUSINESS WIRE) -- FTD Group, Inc. (a leading international provider of floral related products and services, today announced that it and United Online, Inc. have entered into an
amendment to their previously announced merger agreement pursuant to which United Online has elected to exercise its right under the terms of the merger agreement related to United Online obtaining additional financing to increase the per share cash merger consideration payable to FTD's stockholders by $2.81 in full substitution of the $3.31 principal amount of United Online 13% senior secured notes due 2013 (the "Notes"). United Online has received a commitment from Silicon Valley Bank to provide United Online, on the terms and subject to the conditions therein, a $60 million senior secured term loan facility to be used to fund a portion of the cash merger consideration. As a result, in accordance with the formula provided in the original merger agreement, FTD stockholders will receive a total of $10.15 in cash and 0.4087 of a share of United Online common stock ("United Online Stock") in exchange for each share of FTD common stock in the merger, for a total value of $14.38 per share of FTD common stock, based on United Online's closing stock price of $10.35 on July 16, 2008. In such case, the total consideration to FTD stockholders and option holders would be approximately $434 million, consisting of approximately $307 million in cash and approximately 12.35 million shares of United Online Stock.
The amendment to the merger agreement provides, among other things, that in the event that the proceeds of the borrowings under the $60 million senior secured term loan facility from Silicon Valley Bank are unavailable to United Online, FTD stockholders will instead receive the previously announced $7.34 in cash, 0.4087 of a share of United Online Stock and $3.31 principal amount of Notes for each share of FTD common stock in the merger. In such case, United Online and FTD have agreed to notify FTD stockholders by press release of such change in merger consideration on or before the fifth business day prior to the scheduled date of the special meeting of the FTD stockholders to consider the merger.
Additional Information and Where You Can Find It
United Online has filed with the Securities and Exchange Commission (SEC) a Registration Statement on Form S-4 (Registration No. 333-151998) containing a preliminary prospectus/proxy statement in connection with the proposed transaction. The definitive proxy statement/prospectus will be mailed to the stockholders of FTD. Investors and stockholders are urged to read the proxy statement/prospectus and Registration Statement, and any and all amendments or supplements thereto, which contain important information about the proposed transaction. Investors and stockholders may obtain a free copy of the proxy statement/prospectus and Registration Statement, as well as other documents filed by United Online and FTD with the SEC, at the SEC's website at www.sec.gov. Investors and stockholders may also obtain a free copy of the proxy statement/prospectus and Registration Statement and the respective filings with the SEC directly from FTD by directing a request to Jandy Tomy at (630) 724-6984 and directly from United Online by directing a request to Erik Randerson at (818) 287-3350. Investors and stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.
Each of the companies' directors and executive officers and other persons may be deemed, under SEC rules, to be participating in the solicitation of proxies in connection with the proposed transaction. Information regarding United Online's directors and officers can be found in its proxy statement filed with the SEC on April 29, 2008, and information regarding FTD's directors and officers can be found in its proxy statement filed with the SEC on October 11, 2007. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interest in the transaction, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC.
Carrie
DOWNERS GROVE, Ill., Jul 17, 2008 (BUSINESS WIRE) -- FTD Group, Inc. (a leading international provider of floral related products and services, today announced that it and United Online, Inc. have entered into an
amendment to their previously announced merger agreement pursuant to which United Online has elected to exercise its right under the terms of the merger agreement related to United Online obtaining additional financing to increase the per share cash merger consideration payable to FTD's stockholders by $2.81 in full substitution of the $3.31 principal amount of United Online 13% senior secured notes due 2013 (the "Notes"). United Online has received a commitment from Silicon Valley Bank to provide United Online, on the terms and subject to the conditions therein, a $60 million senior secured term loan facility to be used to fund a portion of the cash merger consideration. As a result, in accordance with the formula provided in the original merger agreement, FTD stockholders will receive a total of $10.15 in cash and 0.4087 of a share of United Online common stock ("United Online Stock") in exchange for each share of FTD common stock in the merger, for a total value of $14.38 per share of FTD common stock, based on United Online's closing stock price of $10.35 on July 16, 2008. In such case, the total consideration to FTD stockholders and option holders would be approximately $434 million, consisting of approximately $307 million in cash and approximately 12.35 million shares of United Online Stock.
The amendment to the merger agreement provides, among other things, that in the event that the proceeds of the borrowings under the $60 million senior secured term loan facility from Silicon Valley Bank are unavailable to United Online, FTD stockholders will instead receive the previously announced $7.34 in cash, 0.4087 of a share of United Online Stock and $3.31 principal amount of Notes for each share of FTD common stock in the merger. In such case, United Online and FTD have agreed to notify FTD stockholders by press release of such change in merger consideration on or before the fifth business day prior to the scheduled date of the special meeting of the FTD stockholders to consider the merger.
Additional Information and Where You Can Find It
United Online has filed with the Securities and Exchange Commission (SEC) a Registration Statement on Form S-4 (Registration No. 333-151998) containing a preliminary prospectus/proxy statement in connection with the proposed transaction. The definitive proxy statement/prospectus will be mailed to the stockholders of FTD. Investors and stockholders are urged to read the proxy statement/prospectus and Registration Statement, and any and all amendments or supplements thereto, which contain important information about the proposed transaction. Investors and stockholders may obtain a free copy of the proxy statement/prospectus and Registration Statement, as well as other documents filed by United Online and FTD with the SEC, at the SEC's website at www.sec.gov. Investors and stockholders may also obtain a free copy of the proxy statement/prospectus and Registration Statement and the respective filings with the SEC directly from FTD by directing a request to Jandy Tomy at (630) 724-6984 and directly from United Online by directing a request to Erik Randerson at (818) 287-3350. Investors and stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.
Each of the companies' directors and executive officers and other persons may be deemed, under SEC rules, to be participating in the solicitation of proxies in connection with the proposed transaction. Information regarding United Online's directors and officers can be found in its proxy statement filed with the SEC on April 29, 2008, and information regarding FTD's directors and officers can be found in its proxy statement filed with the SEC on October 11, 2007. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interest in the transaction, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC.
