So it’s finally happened… Ancestry.com has been sold for $32 per share in cash. The stock sold for as much as $32.48 on August 20, leaving some folks scratching their heads about the sale, which is set to close in early 2013. I see that two investigations of the sale have already started. I’m not insinuating that anything untoward is going on in the sale of the company. It’s just interesting that there is such an immediate clammor on the part of firms representing investors. It’s said that they are looking into “into possible breaches of fiduciary duties by the Board of Directors of Ancestry.com, Inc.” Ancestry.com management will “maintain a majority of their equity stakes in the company…”
As far as members and users are concerned, I’m sure that we’ll continue to get more “good stuff” on a daily basis, as we have been for years now.
See the news excerpts following Ancestry.com’s news release below.
The following news release is from Heather Erickson at Ancestry.com:
Transaction Valued at $1.6 billion;
Permira Funds Partners with Ancestry.com Management and Spectrum Equity to Acquire World’s Leading Online Family History Resource
PROVO, Utah, October 22, 2012 –Ancestry.com (Nasdaq:ACOM), the global leader in online family history, and Permira, the European private equity firm with global reach, today announced that a company owned by the Permira funds and co-investors has entered into a definitive merger agreement to acquire Ancestry.com for $32.00 per share in cash in a transaction valued at $1.6 billion. Tim Sullivan, Ancestry.com’s President and Chief Executive Officer, and Howard Hochhauser, Ancestry.com’s Chief Financial Officer and Chief Operating Officer, will maintain a majority of their equity stakes in the company as part of the transaction. Spectrum Equity will also remain an investor in the company.The transaction represents a premium of 41% over Ancestry.com’s closing stock price on June 5, 2012, the last trading day prior to press reports that Ancestry.com had retained a financial advisor in connection with a possible sale of the company. The disinterested members of Ancestry.com’s Board of Directors have unanimously approved the transaction and recommend that Ancestry.com stockholders approve the merger. Affiliates of Spectrum Equity, which together own approximately 30% of the company’s outstanding shares, have agreed to vote their shares in favor of the merger.
Ancestry.com is the world’s largest online family history resource. Its global network of websites empowers users to make meaningful discoveries and share their family history. Over 15 years Ancestry.com has assembled an unrivaled worldwide collection of over 10 billion digitized, indexed records and built a feature-rich, engaging product experience for its 2 million-plus subscribers. The company’s best-in-class technology ensures access everywhere via web, desktop and mobile.
“This is a successful outcome for our public stockholders, and a great day for Ancestry.com employees and subscribers around the world,” said Tim Sullivan. “We’re excited that Permira shares our commitment to keep investing in our technology and product experience to make family history easy and accessible for more and more families around the world. Their strong investment track record in the technology and Internet sectors makes them a terrific advisor and partner as we take the company forward.”
Added Charles Boesenberg, Chairman of the Board of Ancestry.com, “Our board conducted a thorough sale process, and we are pleased to be able to offer our stockholders this premium transaction.”
Brian Ruder, Partner and Head of Permira’s Menlo Park office said: “With its pioneering technology and market leading position, Ancestry.com is an exciting investment opportunity for the Permira funds. We are thrilled to be able to back the company as it continues to develop new and innovative content, and expand in both its core markets and into new geographies. We look forward to bringing Permira’s technology and media experience to bear in supporting Tim, Howard and the rest of the talented team at Ancestry.com and its mission of helping everyone discover, preserve and share their family history.”
Ancestry.com and Permira indicated that the company will continue executing on its growth strategy and initiatives led by content acquisition and technology investment, with the support of the Permira funds and the investor group. There are no anticipated changes in Ancestry.com’s operating structure. Ancestry.com’s focus will continue to be on investing in content, technology and its user experience, expanding its product offerings in areas like DNA, and building the Ancestry.com brand and the family history category, all on a global basis. Ancestry.com will remain headquartered in Provo, Utah, with a continued large presence in San Francisco, Dublin, London and other international markets.
The transaction, which is subject to the approval of holders of a majority of the outstanding shares of Ancestry.com common stock and other customary closing conditions, is expected to close in early 2013. The company will file additional details regarding the transaction shortly with the Securities and Exchange Commission on a Form 8-K, and in proxy materials to be provided to the company’s stockholders in connection with the special meeting to vote on the merger.
The Board of Directors of Ancestry.com received financial advice from Qatalyst Partners LP, who also provided a fairness opinion in connection with the transaction, and Wachtell, Lipton, Rosen & Katz served as the company’s legal counsel. Morgan Stanley served as financial advisor to the Permira funds while Fried, Frank, Harris, Shriver & Jacobson LLP and Clifford Chance LLP served as legal advisors. The Permira funds were also advised by McKinsey & Company, Aon M&A Solutions, and PricewaterhouseCoopers LLP. Barclays, Credit Suisse Securities, Deutsche Bank, Morgan Stanley and RBC Capital Markets have agreed to provide financing to the acquiring company in connection with the merger.
Ancestry.com Third Quarter 2012 Financial Results
As previously announced, Ancestry.com will release financial results for its third quarter 2012 on Wednesday, October 24, 2012 at approximately 2:00 p.m. MT (4:00 p.m. ET). In light of today’s announcement, the company will no longer be hosting a corresponding conference call with analysts and investors to discuss the financial results.About Ancestry.com
Ancestry.com Inc. (Nasdaq: ACOM) is the world’s largest online family history resource, with more than 2 million paying subscribers. More than 10 billion records have been added to the site in the past 15 years. Ancestry users have created more than 39 million family trees containing approximately 4 billion profiles. In addition to its flagship site, Ancestry.com offers several localized Web sites designed to empower people to discover, preserve and share their family historyAbout Permira
Permira is a European private equity firm with global reach. The Permira funds, raised from pension funds and other institutions, make long-term investments in companies with the ambition of transforming their performance and driving sustainable growth. Founded in 1985, the firm advises funds with a total committed capital of approximately $26 billion.Permira established its presence in North America with the opening of the New York office in 2002 followed by the Menlo Park office in 2008. The Permira funds have a long track record of successful technology and digital media investing in companies around the world including Odigeo, NDS, Renaissance Learning and Genesys. Since 1997, over 30% of the Permira funds’ investments have been in the core sector of Technology, Media & Telecom.
The following investigations have also been announced:
Block & Leviton LLP Investigates Ancestry.com, Inc. for Possible Breaches of Fiduciary Duty in Connection With Its Proposed Going Private Transaction
BOSTON, Oct. 22, 2012 /PRNewswire/ — Block & Leviton LLP (www.blockesq.com), a Boston-based law firm representing investors nationwide, has commenced an investigation into possible breaches of fiduciary duties by the Board of Directors of Ancestry.com, Inc. (“Ancestry.com” or the “Company”) (NASDAQGS: ACOM) with regards to their recently announced going private transaction by Permira Funds Partners, scheduled to close in early 2013.
Newman Ferrara LLP Announces Investigation Of Ancestry.com Inc.
Newman Ferrara LLP is investigating potential claims against the board of directors of Ancestry.com Inc. (“Ancestry.com”) (Nasdaq: ACOM) concerning the proposed acquisition of Ancestry.com by an investor group headed by European private equity firm Permira Funds (“Permira”) and which includes members of Ancestry.com’s management.
On October 22, 2012, Ancestry.com announced that it had entered into an agreement and plan of merger to be acquired by Permira in an all cash deal valued at approximately $1.6 billion. Under the terms of the agreement, Ancestry.com’s shareholders will receive $32.00 per share of Ancestry.com stock owned. However, Ancestry.com common stock traded at above the $32.00 per share offer price as recently as August 20, 2012 when it traded at $32.48 per share. Ancestry.com common stock also traded as high as $33.80 per share as recently as August 3, 2012. Ancestry.com stock has increased in value by over 27% so far this year.
