NEW YORK, July 31, 2019 /PRNewswire/ -- TheStreet,
Inc. (Nasdaq: TST), a leading financial news and information
company, today provided several updates with respect to its pending
sale transaction. TheStreet reported that leading independent
proxy advisory firms Institutional Shareholder Services Inc.
("ISS") and Glass, Lewis & Co., LLC ("Glass Lewis") have each
recommended that stockholders of TheStreet vote "FOR" the pending
merger with TheMaven, Inc. a coalition of content producers
operating on a shared digital publishing, advertising and
distribution platform ("Maven").
Eric Lundberg, Chief Executive
Officer and Chief Financial Officer of TheStreet, said, "We are
pleased that both ISS and Glass Lewis recognize the value of this
strategic combination with Maven, which is the culmination of a
thorough strategic alternatives process to maximize value for
stockholders. We look forward to quickly completing this
transaction and strongly urge stockholders to follow ISS and Glass
Lewis' recommendations by voting "FOR" the merger."
The Board of Directors of TheStreet recommends that TheStreet
stockholders vote "FOR" the proposal to adopt the merger agreement
with Maven and approve the related transactions in advance of the
Special Meeting, which will be held on August 7, 2019 at 8:30
a.m., Eastern Time. All stockholders of record as of the
close of business on June 20, 2019
are entitled to vote. The transaction is scheduled to close
shortly after the special meeting. If you have questions or need
help voting your shares, please call our proxy solicitation firm,
Morrow Sodali LLC at (203) 658-9400.
As previously announced, TheStreet entered into a definitive
merger agreement with Maven, pursuant to which an indirect wholly
owned subsidiary of Maven will acquire all of the outstanding
common shares of TheStreet for $16.5
million in cash or $3.09183364
per share (the "Merger Consideration"). In addition to a pro-rata
portion of the Merger Consideration, 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 (the "Pre-Merger Distribution"); 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 TheStreet's outstanding escrow agreements related to its prior
sales of RateWatch and BoardEx and The Deal.
TheStreet currently expects that approximately $3.7 million in funds previously escrowed in
connection with the sale of its RateWatch business will now be
released on August 1, 2019 instead of
August 21, 2019, which will allow
such funds to be included in the Pre-Merger Distribution rather
than the CVR. In the event that the full amount of the
RateWatch escrows are released as expected, TheStreet's management
currently estimates that the amount of cash TheStreet will
distribute in the Pre-Merger Distribution will range from
approximately $2.92 per share to
$3.06 per share and that the
value of the CVR, which would then consist of only a single escrow
in the aggregate amount of $520,000
which is scheduled to be released on February 3, 2020, will be approximately
$0.09 per share. There can be no
assurance that escrowed funds will be released in full, when
expected or at all since the purchasers in the prior transactions
have certain indemnification rights which may be satisfied through
their receipt of all or a portion of such escrows.
Stockholders of TheStreet are expected to receive total cash
consideration, including the Merger Consideration, the Pre-Merger
Distribution and payments under the CVR, of $32.5 - $33.3
million, or $6.10 -
$6.24 per share.
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
On July 15, 2019, TheStreet
filed the Proxy Statement with the SEC in connection with, among
other things, the Merger. INVESTORS AND STOCKHOLDERS OF THESTREET
ARE URGED TO READ THE PROXY STATEMENT, AS SUPPLEMENTED, AND THE
OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THESTREET AND THE MERGER. The Proxy Statement, and any other
documents filed by TheStreet with the SEC, may be obtained free of
charge at the SEC's website at www.sec.gov. In addition, investors
and stockholders may obtain free copies of the documents filed with
the SEC by TheStreet by directing such requests to TheStreet, Inc.,
14 Wall Street, 15th Floor, New York, New
York 10005, Attention: Investor Relations, Telephone: (212)
321-5000.
Participation in the Solicitation
TheStreet and its
directors and executive officers may, under SEC rules, be deemed to
be participants in the solicitation of proxies from TheStreet's
stockholders in connection with the proposed Merger. Information
regarding TheStreet's directors and executive officers is contained
in TheStreet's Annual Report on Form 10-K filed with the SEC on
March 15, 2019, as amended on
March 21, 2019, and April 30, 2019, as well as the Proxy Statement.
Additional information regarding the participants in the
solicitation of proxies in respect of the proposed Merger and a
description of their direct and indirect interests, by security
holdings or otherwise, is contained in the Proxy Statement.
Notice Regarding Forward-Looking Statements
Certain
statements in this communication may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements relate to a
variety of matters, including, without limitation, statements
regarding the anticipated timing of the Merger, the possibility of
obtaining stockholder approval of the Merger proposal or other
approvals or consents for the Merger, the timing and amount of
funds held in escrows from the Prior Transactions and the
anticipated timing and ability of stockholders to receive cash
payments pursuant to the Pre-Merger Distribution or the CVRs. These
forward-looking statements are made on the basis of the current
beliefs, expectations and assumptions of the management of
TheStreet and are subject to significant risks and uncertainty.
Investors are cautioned not to place undue reliance on any such
forward-looking statements. All such forward-looking statements
speak only as of the date they are made, and TheStreet undertakes
no obligation to update or revise these statements, whether as a
result of new information, future events or otherwise, except as
may be required by law. These forward-looking statements involve
many risks and uncertainties that may cause actual results to
differ materially from what may be expressed or implied in these
forward-looking statements, including, without limitation, risks
and uncertainties relating to potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the Merger; unexpected costs, charges or expenses
relating to or resulting from the Merger; litigation or adverse
judgments relating to the Merger; risks relating to the completion
of the proposed Merger, including the risk that the required
stockholder vote might not be obtained in a timely manner or at
all, or other conditions to the completion of the Merger not being
satisfied; claims associated with the escrows from the Prior
Transactions; any changes in general economic or industry-specific
conditions; and factors generally affecting the business,
operations, and financial condition of TheStreet, including the
information contained in the Proxy Statement and in TheStreet's
Annual Report on Form 10-K for the year ended December 31, 2018, subsequent Quarterly Reports
on Form 10-Q, including the Transition Report on Form 10-QT for the
period January 1, 2019, to
March 31, 2019, filed with the SEC on
May 15, 2019, and other reports and
filings with the SEC.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/thestreet-provides-updates-on-pending-sale-transaction-300894413.html
SOURCE TheStreet, Inc.
