Web.com announces ammended agreement to be acquired
Web.com announced an amended agreement with affiliates of Siris Capital Group, LLC to purchase all of the outstanding common stock of Web.com for $28 per share in cash through a merger. In addition, the "go-shop" period provided for under the terms of the previously announced merger agreement between the company and affiliates of Siris Capital Group, LLC has expired. During the "go-shop" period, Web.com and representatives of BofA Merrill Lynch and J.P. Morgan, two financial advisors to the board of directors of Web.com, engaged in a broad solicitation of strategic and financial parties potentially interested in pursuing an alternative transaction with the company. Out of approximately 87 parties who were contacted, nine executed non-disclosure agreements and were provided access to non-public information about Web.com. The company received an acquisition proposal from one financial bidder which the transaction committee of the board of directors, in consultation with the company's independent financial and legal advisors, determined in good faith was a superior proposal compared to the original merger agreement between the company and affiliates of Siris. Under such merger agreement, such affiliates of Siris had a matching right that resulted in several rounds of negotiations with such other financial bidder and ended with the company and such affiliates of Siris entering into an amended and restated merger agreement. The board of directors approved this amended and restated merger agreement. Under the terms of the amended and restated merger agreement, the financial bidder may continue to work with the company and put in a topping bid. In the event Web.com accepts a higher offer from another bidder (including such financial bidder), in accordance with the terms of the amended and restated merger agreement, the company would be required to pay an affiliate of Siris a termination fee of $39.1 million. The transaction with Siris' affiliates is expected to close in the fourth quarter of 2018, subject to approval by Web.com's stockholders, along with customary closing conditions. Upon completion of the acquisition, Web.com will become wholly owned by an affiliate of Siris. As previously reported, on July 20, 2018, the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), in connection with the merger with an affiliate of Siris. Early termination of the waiting period under the HSR Act satisfied one of the conditions to the closing of the merger with an affiliate of Siris.