Ancestry.com (ACOM) Agrees to $32/Share 'Go Private' Deal with Permira

October 22, 2012 6:42 AM EDT Send to a Friend
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 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.


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