Donuts Completes Successful Tender Offer for Shares of Rightside
27 Juli 2017 - 2:30PM
Rightside Group, Ltd. (NASDAQ:NAME) (“Rightside”) and Donuts Inc.
(“Donuts”) today announced that DTS Sub Inc. (“Purchaser”), a
wholly owned subsidiary of Donuts, has successfully completed its
tender offer to purchase all of the outstanding shares of common
stock of Rightside, at a price of $10.60 per share, net to the
holder in cash, without interest, less any applicable withholding
taxes. The tender offer expired as scheduled at 12:00 midnight, New
York City time, on July 26, 2017 (one minute after 11:59 p.m., New
York City time, on July 26, 2017).
As of the expiration of the tender offer, approximately
17,740,054 shares of Rightside common stock, representing 92.0% of
Rightside’s outstanding shares, were validly tendered and not
validly withdrawn pursuant to the tender offer. As a result,
Purchaser has accepted for payment and will promptly pay for all
validly tendered Rightside shares (and any additional shares
tendered pursuant to guaranteed delivery procedures unless actual
delivery does not occur), in accordance with the terms of the
tender offer.
Purchaser intends to complete the merger prior to the opening of
trading on the NASDAQ Global Select Market on July 28, 2017 in
accordance with Section 251(h) of the General Corporation Law of
the State of Delaware. As a result of the merger, each share of
common stock of Rightside not tendered in the tender offer (other
than (i) treasury shares, (ii) shares held by Donuts, Purchaser or
any wholly owned subsidiary of Donuts, (iii) shares held by
Rightside or any subsidiaries of Rightside, and (iv) shares owned
by Rightside stockholders who have properly preserved their
appraisal rights under Section 262 of the General Corporation Law
of the State of Delaware) will be converted into the right to
receive an amount in cash equal to $10.60 per share, subject to any
applicable tax withholding.
As a result of the tender offer and the merger, Rightside will
become a wholly-owned subsidiary of Donuts and Rightside’s common
stock will cease trading on the NASDAQ Global Select Market.
About RightsideRightside inspires and delivers
new possibilities for consumers and businesses to define and
present themselves online. The company, with its affiliates, is a
leading provider of domain name services, offering one of the
industry’s most comprehensive platforms for the discovery,
registration, usage and monetization of domain names. In addition
to being a new gTLD registry operator, Rightside is home to one of
the most admired registrar brands in the industry, Name.com.
Headquartered in Kirkland, WA, Rightside has offices in North
America and Europe. For more information please visit
www.Rightside.co.
About DonutsDonuts is a leading domain name
registry for new top-level Internet domain extensions. Donuts
offers businesses, individuals and organizations new ways to brand
and unify their online identities, in multiple languages and
character sets. Donuts is headquartered in Bellevue, Washington.
For more information, please visit www.donuts.domains.
Forward-Looking StatementsThis press release
contains forward-looking statements within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Statements concerning the timing of payment for the tender
offer and the completion of the merger and statements containing
words such as may, believe, anticipate, expect, intend, plan,
project, and estimate or similar expressions constitute
forward-looking statements. Risks that may affect such
forward-looking statements include those relating to the timing and
the completion of the financing related to the tender offer and the
merger and actions taken by third parties, including financing
sources and regulatory bodies, and additional information about
potential risk factors that could affect the timing of the payment
of the tender offer and completion of the merger are contained in
Rightside’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2017 filed with the Securities and Exchange Commission
(the “SEC”) and other SEC filings. All forward-looking statements
are expressly qualified in their entirety by this cautionary
statement. The parties do not intend to revise or update the
information set forth in this press release, except as required by
law, and may not provide this type of information in the
future.
Rightside Investor Contacts:
The Blueshirt Group
Allise Furlani, 212-331-8433, allise@blueshirtgroup.rocks
Brinlea Johnson, 212-331-8424, brinlea@blueshirtgroup.rocks
Donuts Media Contact:
Judith McGarry, Donuts
415-971-2900
judith@donuts.email
Information Agent:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders call toll-free from the U.S. and Canada: (888) 750-5834
Banks and Brokers call collect: (212) 750-5833
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