Stockholders to receive an increase of
$2.50 per share over the previously
announced transaction
Purchase price reflects a 36% premium over the
90-day volume weighted average trading price of $34.09, on May 10,
2024, the last trading day prior to the announcement of the
original transaction
Amended transaction represents 'best
and final' offer and provides enhanced, immediate and certain value
to Squarespace stockholders
Permira to commence tender offer for all
of Squarespace's outstanding shares
Amended terms unanimously approved by an
independent special committee of Squarespace's Board of
Directors
NEW
YORK, Sept. 9, 2024 /PRNewswire/ -- Squarespace,
Inc. (NYSE: SQSP) and Permira today announced that they have agreed
to amend their previously announced definitive agreement.
Under the terms of the amended agreement, Squarespace stockholders
will receive $46.50 per share in cash
and an aggregate transaction value of approximately $7.2 billion.
The revised offer price represents an increase of 5.7% over the
previously agreed offer price of $44.00 per share, a premium of 36.4% over
Squarespace's 90-day volume weighted average trading price of
$34.09 and a premium of 21.8% over
Squarespace's 52-week high share price of $38.19 as of May
10, 2024. The transaction also represents over 20x
enterprise value / 2025 unlevered free cash flow1,
representing a significant premium to peers.
The revised transaction is structured as a tender offer and is
conditioned on a majority of the shares held by unaffiliated
stockholders tendering into the offer. The amendment was
unanimously approved and recommended by a Special Committee of the
Squarespace Board of Directors, composed entirely of independent
and disinterested directors, and unanimously approved by the
Squarespace Board of Directors. All existing rolling shareholders
have agreed to roll at the revised offer price.
"The Special Committee is pleased to announce the revised terms
of our agreement with Permira," said Michael Fleisher, Chairman of the Special
Committee of the Squarespace Board of Directors. "Our core focus
has been maximizing value and certainty for the unaffiliated
stockholders. This transaction is the result of a deliberate and
thoughtful process and ultimately represents a great outcome that
is in the best interest of Squarespace and all of its
stockholders."
David Erlong, Partner at Permira, said, "We are pleased that the
revised offer and merger agreement have been unanimously approved
by Squarespace's Special Committee and Board of Directors and
appreciate their focus throughout this process. This best and final
offer allows Squarespace stockholders to capture immediate and
certain value for their investment. By tendering their shares,
Squarespace stockholders can act directly to accept the compelling
value of this offer."
Transaction Details
The full terms, conditions and other details of the tender offer
will be set forth in the offering documents that Permira will file
with the Securities and Exchange Commission.
For more information regarding the tender offer, including
information responding to the recent ISS report, please refer to
the presentation available here.
Upon completion of the merger, Squarespace's common stock will
no longer be publicly listed, and Squarespace will become a
privately-held company.
Stockholders with questions about the tender offer may contact
Okapi Partners, who will act as Information Agent for the tender
offer, at info@okapipartners.com or +1 (212) 297-0720.
Under the terms of the revised agreement, the Company will be
issuing a Recommendation Statement on Schedule 14D-9 within nine
business days. The special meeting of Squarespace
stockholders scheduled for September 20,
2024 has been canceled.
Advisors
J.P. Morgan is acting as financial advisor to Squarespace, and
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal
counsel to Squarespace.
Centerview Partners LLC is acting as financial advisor, and
Richards, Layton & Finger is acting as legal counsel, to the
Special Committee of the Squarespace Board of Directors.
Goldman Sachs & Co LLC is acting as financial advisor to
Permira, Latham & Watkins LLP is acting as legal counsel to
Permira, and Fried, Frank, Harris, Shriver & Jacobson LLP is
acting as special tax counsel to Permira. Blackstone Credit & Insurance ("BXCI"), Blue
Owl Capital, and Ares Capital Corp are acting as Joint Lead
Arrangers on the debt financing.
Wilson Sonsini Goodrich &
Rosati is acting as legal counsel to Anthony Casalena.
Paul, Weiss, Rifkind, Wharton & Garrison is acting as legal
counsel to General Atlantic.
Cooley is acting as legal counsel to Accel.
Cautionary Statement Regarding Forward-Looking
Statements
This communication includes certain "forward-looking statements"
within the meaning of, and subject to the safe harbor created by,
the federal securities laws, including statements related to the
proposed merger of the Company with an affiliate of Permira
Advisers (the "Transaction"), including financial estimates and
statements as to the expected timing, completion and effects of the
Transaction. These forward-looking statements are based on the
Company's current expectations, estimates and projections
regarding, among other things, the expected date of closing of the
Transaction and the potential benefits thereof, its business and
industry, management's beliefs and certain assumptions made by the
Company, all of which are subject to change. Forward-looking
statements often contain words such as "expect," "anticipate,"
"intend," "aims," "plan," "believe," "could," "seek," "see,"
"will," "may," "would," "might," "considered," "potential,"
"estimate," "continue," "likely," "expect," "target" or similar
expressions or the negatives of these words or other comparable
terminology that convey uncertainty of future events or outcomes.
By their nature, forward-looking statements address matters that
involve risks and uncertainties because they relate to events and
depend upon future circumstances that may or may not occur, such as
the consummation of the Transaction and the anticipated benefits
thereof. These and other forward-looking statements are not
guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements. Important risk factors that may cause such a difference
include, but are not limited to: (i) the completion of the
Transaction on anticipated terms and timing, including satisfying
the minimum tender condition and obtaining any regulatory
approvals, and the satisfaction of other conditions to the
completion of the Transaction; (ii) the ability of affiliates of
Permira to obtain the necessary financing arrangements set forth in
the commitment letters received in connection with the Transaction;
(iii) potential litigation relating to the Transaction that could
be instituted against Permira, the Company or their respective
directors, managers or officers, including the effects of any
outcomes related thereto; (iv) the risk that disruptions from the
Transaction will harm the Company's business, including current
plans and operations; (v) the ability of the Company to retain and
hire key personnel; (vi) potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the Transaction; (vii) continued availability of
capital and financing and rating agency actions; (viii)
legislative, regulatory and economic developments affecting the
Company's business; (ix) general economic and market developments
and conditions; (x) potential business uncertainty, including
changes to existing business relationships, during the pendency of
the Transaction that could affect the Company's financial
performance; (xi) certain restrictions during the pendency of the
Transaction that may impact the Company's ability to pursue certain
business opportunities or strategic transactions; (xii)
unpredictability and severity of catastrophic events, including but
not limited to acts of terrorism, pandemics, outbreaks of war or
hostilities, as well as the Company's response to any of the
aforementioned factors; (xiii) significant transaction costs
associated with the Transaction; (xiv) the possibility that the
Transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; (xv) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Transaction, including in
circumstances requiring the Company to pay a termination fee or
other expenses; (xvi) competitive responses to the Transaction;
(xvii) the risks and uncertainties pertaining to the Company's
business, including those set forth in Part I, Item 1A of the
Company's most recent Annual Report on Form 10-K and Part II, Item
1A of the Company's subsequent Quarterly Reports on Form 10-Q, as
such risk factors may be amended, supplemented or superseded from
time to time by other reports filed by the Company with the SEC;
and (xviii) the risks and uncertainties that will be described in
the Schedule TO (including the offer to purchase, letter of
transmittal and related documents) that Permira will file with the
SEC, and the Solicitation/Recommendation Statement on Schedule
14D-9 that the Company will file with the SEC available from the
sources indicated below. These risks, as well as other risks
associated with the Transaction, will be more fully discussed in
the Schedule TO and the Schedule 14D-9. While the list of factors
presented here is, and the list of factors to be presented in the
Schedule TO and the Schedule 14D-9 will be, considered
representative, no such list should be considered a complete
statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the
realization of forward-looking statements. Consequences of material
differences in results as compared with those anticipated in the
forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could
have a material impact on the Company's financial condition,
results of operations, credit rating or liquidity. These
forward-looking statements speak only as of the date they are made,
and the Company does not undertake to and specifically disclaims
any obligation to publicly release the results of any updates or
revisions to these forward-looking statements that may be made to
reflect future events or circumstances after the date of such
statements or to reflect the occurrence of anticipated or
unanticipated events.
Important Additional Information and Where to Find It
The offer referenced in this communication has not yet
commenced. This communication is for information purposes only and
is neither an offer to buy nor a solicitation of an offer to sell
any securities of the Company, nor is it a substitute for the offer
materials that Permira will file with the SEC upon commencement of
the offer. The solicitation of an offer to tender and the offer to
buy shares of the Company's common stock will only be made pursuant
to a tender offer statement on Schedule TO, including an offer to
purchase, a letter of transmittal and other related materials that
Permira will file with the SEC. In addition, the Company will file
with the SEC a Solicitation/Recommendation Statement on Schedule
14D-9 with respect to the offer. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE
SOLICITATION/RECOMMENDATION STATEMENT OF THE COMPANY ON SCHEDULE
14D-9 AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION
AND RELATED MATTERS, INCLUDING THE TERMS AND CONDITIONS OF THE
OFFER AND THE PROPOSED MERGER. Investors and security holders may
obtain free copies of the Schedule TO, Schedule 14D-9 and other
documents (when they become available) that are filed or will be
filed with the SEC by the Company through the website maintained by
the SEC at www.sec.gov, the Company's website at
https://investors.squarespace.com or by contacting the Company's
Investor Relations Team at investors@squarespace.com.
About Squarespace
Squarespace (NYSE: SQSP) is a design-driven platform helping
entrepreneurs build brands and businesses online. We empower
millions in more than 200 countries and territories with all the
tools they need to create an online presence, build an audience,
monetize, and scale their business. Our suite of products range
from websites, domains, ecommerce, and marketing tools, as well as
tools for scheduling with Acuity, creating and managing social
media presence with Bio Sites and
Unfold, and hospitality business management via Tock. For more
information, visit www.squarespace.com.
About Permira
Permira is a global investment firm that backs successful
businesses with growth ambitions. Founded in 1985, the firm advises
funds with total committed capital of approximately €80bn and makes
long-term majority and minority investments across two core asset
classes, private equity and credit.
The Permira funds have an extensive track record investing in
internet, software and SMB-enablement solutions, having partnered
with 50+ companies across SaaS, cybersecurity, digital commerce,
fintech and online marketplaces. The Permira funds have previously
supported and helped scale some of the largest and fastest-growing
technology businesses globally, including LegalZoom, Klarna,
Zendesk, Magento, Carta, Adevinta, The Knot Worldwide, Boats Group,
Housecall Pro, and others.
The Permira private equity funds have made approximately 300
private equity investments in four key sectors: Technology,
Consumer, Healthcare and Services. Permira employs over 500 people
in 15 offices across Europe,
the United States and Asia. For more information, visit
www.permira.com or follow us on LinkedIn.
Contacts
For Squarespace:
Investors
investors@squarespace.com
Media
press@squarespace.com
For Permira:
Nina Gilbert
Nina.Gilbert@permira.com
+44 207 9594037
James Williams
james.williams@permira.com
+44 774 7006407
OR
FGS Global
Permira-NA@FGSGlobal.com
1 Based on CY2025 uFCF consensus estimate (calculated
as cash flow from operations less capex, plus net tax impact of
interest paid) of $354mm per Factset as of 9/6/2024
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SOURCE Squarespace, Inc.
