NEW YORK, June 12, 2019 /PRNewswire/ -- TheStreet,
Inc. (Nasdaq: TST), a leading financial news and information
company, today announced that it has entered into a definitive
merger agreement (the "Agreement") with TheMaven Inc., a coalition
of content producers operating on a shared digital publishing,
advertising and distribution platform ("TheMaven"), by which a
subsidiary of TheMaven will acquire all of the outstanding common
shares of TheStreet for $16.5 million
in cash (the "Purchase Price").
"This is a good outcome for TheStreet's shareholders. For over a
year we have had a strategic committee comprised entirely of
independent directors tasked with evaluating strategic alternatives
for the business with the assistance of a financial advisor.
The first step was the successful sale of our RateWatch business in
June 2018, followed by the sale of
TheDeal and BoardEx which closed earlier this year, followed by a
substantial distribution to our stockholders from the proceeds of
those sales at the end of April. After taking into account
the ongoing development needs and operating costs of the remaining
consumer business as a stand-alone public company, we believe this
agreement represents the best way to maximize value to TheStreet
shareholders," said Eric Lundberg,
Chief Executive Officer and Chief Financial Officer of
TheStreet.
In addition to a pro-rata portion of the Purchase Price,
stockholders of TheStreet will receive additional consideration in
connection with the closing of the merger transaction consisting
of, (1) a special cash distribution equal to the cash held by the
Company immediately prior to the closing less any excluded
liabilities as agreed to between the parties; and (2) a contingent
value right, or CVR, which will entitle each holder to receive a
pro-rata portion of the expected release of funds from the
outstanding escrow agreements entered into by the Company in
connection with the sale of each its RateWatch and BoardEx/TheDeal
businesses.
Stockholders of TheStreet are expected to receive total cash
consideration, including payments under the CVR, of $33.0 - $34.5
million, or $6.19 -
$6.47 per share, which represents an
average premium of 7.8% to 12.6%, respectively, over TheStreet's
7-day volume weighted average price of $5.74 as of June 11,
2019, the last trading day before the transaction
announcement.
The Agreement was approved by a majority of TheStreet's Board
upon recommendation of the special committee of independent
directors. The transaction is subject to the approval of a majority
of the outstanding shares of common stock in TheStreet under
Delaware law and is expected to be
submitted for stockholder approval and close in the third quarter
of 2019. The Board of Directors of TheStreet has
recommended that the stockholders approve the merger agreement and
the transactions contemplated by the merger agreement. No other
regulatory approvals are expected to be required to complete the
transaction.
There is no financing condition for the transaction. Concurrent
with the signing of the Agreement, TheMaven, funded through debt
financing fully committed by B Riley FBR, Inc., has deposited the
Purchase Price into an escrow account with Citibank, N.A., as
escrow agent, to be distributed to stockholders of TheStreet upon
closing.
Moelis & Company LLC acted as the sole financial advisor to
TheStreet on the transaction. Lake Street Capital Markets, LLC
rendered a fairness opinion to the Board with respect to the
Purchase Price and Orrick, Herrington & Sutcliffe LLP acted as
legal advisor to TheStreet.
About TheStreet, Inc.
TheStreet, Inc. (NASDAQ: TST, www.t.st) is a leading financial
news and information provider to investors and institutions
worldwide. The Company's flagship brand, TheStreet
(www.thestreet.com), has produced unbiased business news and market
analysis for individual investors for more than 20 years.
About Maven
Maven (maven.io) is a coalition of Mavens, including individual
thought-leaders to world-leading independent publishers, operating
on a shared digital publishing, advertising, and distribution
platform and unified under a single media brand. Based in
Seattle, Maven is publicly traded
under the ticker symbol MVEN.
Important Information About the Transaction and Where to Find
It
In connection with the proposed transaction, the Company plans
to file a proxy statement (the "Proxy Statement") with the
Securities and Exchange Commission ("SEC"), in connection with the
solicitation of proxies for a meeting of TheStreet's stockholders
to be called at a future date (the "meeting"). Promptly after
filing its Proxy Statement in definitive form with the SEC, the
Company will mail or otherwise furnish the Proxy Statement to each
stockholder entitled to vote at the meeting. Stockholders are
urged to read the Proxy Statement (including any amendments or
supplements thereto) and any other relevant documents that the
Company will file with the SEC when they become available because
they will contain important information about the proposed
transaction and related matters. Stockholders may obtain, free
of charge, copies of the Proxy Statement (if and when available)
and any other documents filed by the Company with the SEC in
connection with the transaction at the SEC's website
(http://www.sec.gov), from the Company's website at
http://investor-relations.thestreet.com/investor-relations or by
contacting the investor relations department of the Company at:
TheStreet, Inc., Attn: Investor Relations, 14 Wall Street,
New York, New York telephone (212)
321-5000.
Participation in the Solicitation
The Company and its directors and executive officers are
participants in the solicitation of proxies from the Company's
stockholders with respect to the transaction. Information about the
Company's directors and executive officers is set forth in the
Company's Annual Report on Form 10-K/A on filed with the SEC on
April 30, 2019. To the extent that
holdings of the Company's securities by its directors and executive
officers have changed since the amounts shown in Company's proxy
statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 or Form 5 filed with
the SEC. Additional information regarding these persons and
their interests in the transaction will be included in the proxy
statement relating to the transaction when it is filed with the
SEC.
Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act of
1995. These forward-looking statements include statements
regarding our planned sale of the Company. Such forward-looking
statements are subject to risks and uncertainties, including those
described in the Company's filings with the Securities and Exchange
Commission ("SEC") that could cause actual results to differ
materially from those reflected in the forward-looking
statements. Factors that might contribute to such differences
include, among others, failure of our stockholders to approve the
sale, economic downturns and the general state of the economy,
including the financial markets and mergers and acquisitions
environment; our ability to drive revenue, and increase or retain
current subscription revenue, particularly in light of the
investments in our expanded news operations; our ability to develop
new products; competition and other factors set forth in our
filings with the SEC, which are available on the SEC's website at
www.sec.gov. All forward-looking statements contained herein
are made as of the date of this press release. Although the
Company believes that the expectations reflected in the
forward-looking statements are reasonable, the Company cannot
guarantee future results or occurrences. The Company
disclaims any obligation to update these forward-looking
statements, whether as a result of new information, future
developments or otherwise.
Contact: Eric Lundberg, CEO and
CFO, TheStreet, Inc., Eric.lundberg at
thestreet.com
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SOURCE TheStreet, Inc.
