17.07.2008 08:44:00
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FTD Group, Inc. Announces Increase in Cash Merger Consideration in Connection with United Online, Inc. Merger in Full Substitution of United Online Notes
FTD Group, Inc. (NYSE:FTD), a leading international provider of floral
related products and services, today announced that it and United
Online, Inc. (Nasdaq:UNTD) 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.
About FTD Group, Inc.
FTD Group, Inc. is a leading provider of floral related products and
services to consumers and retail florists, as well as other retail
locations offering floral products, in the U.S., Canada, the U.K. and
the Republic of Ireland. The business utilizes the highly recognized FTD
and Interflora brands, both supported by the Mercury Man logo, which is
displayed in approximately 45,000 floral shops worldwide. The consumer
businesses operate primarily through the www.ftd.com
Web site in the U.S. and Canada and the www.interflora.co.uk
Web site in the U.K. and are complemented by the florist businesses
which provide products and services to FTD’s
independent members.
Forward Looking Statements
This press release contains various "forward-looking
statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Failure to complete the
transaction with United Online could materially and adversely affect FTD’s
results of operations and stock price. Forward looking statements in
this press release may include statements regarding FTD’s
outlook, anticipated revenue growth and profitability, anticipated
benefits of investments in new products, programs and offerings and
opportunities and trends within both the domestic and international
floral businesses, including opportunities to expand these businesses
and capitalize on growth opportunities or increase penetration of
service offerings. The international business reflects the operations of
Interflora U.K. These forward-looking statements are based on management’s
current expectations, assumptions, estimates and projections about FTD
and FTD’s industry. Investors are cautioned
that actual results could differ from those contained in any
forward-looking statements as a result of: FTD’s
ability to acquire and retain FTD and Interflora U.K. members and
continued recognition by members of the value of FTD’s
products and services; the acceptance by members of new or modified
service offerings recently introduced; FTD’s
ability to sell additional products and services to FTD and Interflora
U.K. members; FTD’s ability to expand
existing marketing partnerships and secure new marketing partners within
the domestic and international consumer businesses; the success of FTD’s
marketing campaigns; the ability to retain customers and maintain
average order value within the domestic and international consumer
businesses; the ability to manage foreign currency exchange rate risk;
FTD’s performance during key holiday selling
seasons such as Christmas, Valentine’s Day
and Mother’s Day; the existence of failures
in FTD’s computer systems; competition from
existing and potential new competitors; levels of discretionary consumer
purchases of flowers and specialty gifts; FTD’s
ability to manage or reduce its level of expenses within both the
domestic and international businesses; actual growth rates for the
markets in which FTD competes compared with forecasted growth rates; FTD’s
ability to increase capacity and introduce enhancements to its Web
sites; and FTD’s ability to integrate
Interflora U.K. and additional partners or acquisitions, if any are
identified. These factors, along with other potential risks and
uncertainties, are discussed in FTD’s reports
and other documents filed with the SEC. FTD expressly disclaims any
obligation to update its forward-looking statements.
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