Actua in pacts to sell three majority-owned businesses for $549M
Actua Corporation announced that it has entered into separate agreements to sell its three majority-owned businesses for an aggregate of $549M in cash. "Today's announcement is the result of the Board's comprehensive review of a range of strategic options to maximize stockholder value, which was undertaken with the support of independent financial and legal advisors." The company expects to realize aggregate cash proceeds in the range of between approximately $472M and approximately $502 million and does not currently expect to pay material federal taxes in connection with the transactions. Following the consummation of the transactions, Actua intends to distribute substantially all of the net proceeds from the transactions to Actua stockholders in one or more distributions. The Company would expect a distribution to occur sometime during the first quarter of 2018. The net proceeds from these two transactions represents approximately $14.35 to $15.18 per share, or a premium of between approximately 16% and 23% over Actua's closing stock price on September 22, 2017, the last trading day prior to the announcement of the transactions. This calculation is based on 32.8 million shares outstanding as of September 22, 2017. Following completion of the sale of VelocityEHS, Bolt Solutions and FolioDynamix, Actua intends to wind down its operations and discharge any remaining obligations it has relating to the transactions or otherwise. As part of this process, the Company expects to significantly reduce its operating costs while it focuses on opportunities to monetize its remaining minority holdings, with the goal of selling its stakes in these holdings over a 12- to 18-month period and distributing the net proceeds associated with such sales to Actua stockholders in one or more distributions. Based on the information available to the Company at this time, the expected net proceeds from the monetization of Actua's minority holdings, combined with the expected net proceeds from the sale of VelocityEHS, Bolt Solutions and FolioDynamix, represents, in the aggregate, approximately $15.68 to $16.50 per share, or a premium range of approximately 27% to 34% to Actua's closing price as of the last trading day prior to the announcement of the transactions. This calculation is based on 32.8 million shares outstanding as of September 22, 2017.