NEW YORK, Aug. 7, 2019 /PRNewswire/ -- TheStreet,
Inc. (Nasdaq: TST), a leading financial news and information
company, today announced TheStreet's stockholders approved the
previously announced merger transaction (the "Merger"), pursuant to
which an indirect subsidiary of TheMaven, Inc., a coalition of
content producers operating on a shared digital publishing,
advertising and distribution platform ("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 consisting of (1) a final
special cash distribution of $3.35
per share as described below and (ii) a contingent value right, or
CVR, which will entitle each holder to receive a pro-rata portion
of funds escrowed in connection with the prior sale of its
institutional business units when and if such funds are released
from escrow in the first quarter of 2020 as further described
below.
The Board of Directors has approved a final special cash
distribution in the aggregate amount of $17.9 million or $3.35 per share, which distribution is contingent
on the closing of the Merger (the "Pre-Merger Special
Distribution"). The Pre-Merger Special Distribution consists of all
cash held by the TheStreet immediately prior to the closing of the
Merger less certain excluded liabilities as agreed to among the
parties. The distribution will be made stockholders of record on
August 7, 2019 and payable on
August 12, 2019.
In addition to the Merger Consideration and the Pre-Merger
Special Distribution, stockholders of TheStreet will also receive a
CVR which will entitle each holder to receive a pro-rata portion of
funds from an outstanding escrow agreement entered into by the
Company in connection with the sale of BoardEx and
TheDeal. The escrowed funds are currently scheduled to be
released after January 31, 2020 and
management currently estimates that the aggregate amount that will
be released from such escrow is $520,000 or $0.09
per share. There can be no assurance that this escrow will be
released in full or at all since the purchaser in the prior
transaction has certain indemnification rights related to
pre-closing tax liabilities which may be satisfied through its
receipt of all or a portion of such escrow. Therefore, there
is no guaranty that any payment will be made to holders of CVRs in
respect of their contingent value rights.
More than 96% of the shares of TheStreet voted at the special
meeting were voted in favor of the Merger. TheStreet will file the
final vote results on a Form 8-K with the U.S. Securities and
Exchange Commission. The Merger is expected to close after
the market closes on August 7,
2019. Following the closing of the Merger, TheSteet's common
stock will cease to be traded on the Nasdaq Capital Market.
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 of Directors of TheStreet
with respect to the Merger Consideration 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.
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 the merger transaction to close,
failure of the Company to receive the expected release of funds
from the escrow agreement which is the basis for the CVR, 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.
