SQUARESPACE AND PERMIRA AMEND MERGER AGREEMENT TO INCREASE OFFER PRICE TO $46.50 PER SHARE IN CASH
Squarespace (NYSE: SQSP) and Permira have amended their merger agreement, increasing the offer price to $46.50 per share in cash. This represents a 5.7% increase over the previous offer of $44.00 per share and a 36.4% premium over Squarespace's 90-day volume weighted average trading price. The revised transaction, valued at approximately $7.2 billion, is structured as a tender offer and requires a majority of unaffiliated stockholders to tender their shares.
The amendment was unanimously approved by a Special Committee of Squarespace's Board of Directors and the full Board. Upon completion, Squarespace will become a privately-held company. The special meeting of stockholders scheduled for September 20, 2024, has been canceled, and the company will issue a Recommendation Statement on Schedule 14D-9 within nine business days.
Squarespace (NYSE: SQSP) e Permira hanno modificato il loro accordo di fusione, aumentando il prezzo dell'offerta a 46,50 dollari per azione in contante. Questo rappresenta un aumento del 5,7% rispetto all'offerta precedente di 44,00 dollari per azione e un premio del 36,4% rispetto al prezzo medio ponderato per volume di trading di Squarespace negli ultimi 90 giorni. La transazione riveduta, valutata a circa 7,2 miliardi di dollari, è strutturata come un'offerta pubblica di acquisto e richiede che la maggioranza degli azionisti non affiliati presenti le proprie azioni.
L'emendamento è stato approvato all'unanimità da un Comitato Speciale del Consiglio di Amministrazione di Squarespace e dall'intero Consiglio. Una volta completata, Squarespace diventerà un'azienda privata. L'assemblea speciale degli azionisti programmata per il 20 settembre 2024 è stata annullata e l'azienda emetterà una Dichiarazione di Raccomandazione secondo il programma 14D-9 entro nove giorni lavorativi.
Squarespace (NYSE: SQSP) y Permira han modificado su acuerdo de fusión, aumentando el precio de la oferta a 46,50 dólares por acción en efectivo. Esto representa un incremento del 5,7% sobre la oferta anterior de 44,00 dólares por acción y un premium del 36,4% sobre el precio promedio ponderado por volumen de trading de Squarespace en los últimos 90 días. La transacción revisada, valorada en aproximadamente 7,2 mil millones de dólares, está estructurada como una oferta pública de adquisición y requiere que la mayoría de los accionistas no afiliados presenten sus acciones.
La enmienda fue aprobada por unanimidad por un Comité Especial de la Junta Directiva de Squarespace y por la Junta completa. Una vez completada, Squarespace se convertirá en una empresa privada. La reunión especial de accionistas programada para el 20 de septiembre de 2024 ha sido cancelada, y la empresa emitirá una Declaración de Recomendación bajo el Programa 14D-9 dentro de los próximos nueve días hábiles.
Squarespace (NYSE: SQSP)와 Permira는 합병 계약을 수정하여 현금으로 주당 46.50달러의 제안 가격을 인상했습니다. 이는 이전 제안 가격인 주당 44.00달러에 비해 5.7% 증가한 것이며, Squarespace의 90일 평균 거래 가격에 대해 36.4% 프리미엄에 해당합니다. 수정된 거래는 약 72억 달러로 평가되며, 공개매수 방식으로 진행되며 비공식 주주의 다수가 주식을 매도해야 합니다.
이번 수정안은 Squarespace 이사회 특별 위원회와 전체 이사회의 만장일치로 승인되었습니다. 완료되면 Squarespace는 비상장 회사가 됩니다. 2024년 9월 20일로 예정된 주주 특별 회의는 취소되었으며, 회사는 9영업일 이내에 스케줄 14D-9에 대한 권고 성명서를 발행할 것입니다.
Squarespace (NYSE: SQSP) et Permira ont modifié leur accord de fusion, en augmentant le prix de l'offre à 46,50 $ par action en espèces. Cela représente une augmentation de 5,7% par rapport à l'offre précédente de 44,00 $ par action et une prime de 36,4% par rapport au prix de négociation moyen pondéré par le volume de Squarespace au cours des 90 derniers jours. La transaction révisée, évaluée à environ 7,2 milliards de $, est structurée comme une offre publique d'achat et nécessite qu'une majorité des actionnaires non affiliés présente leurs actions.
L'amendement a été approuvé à l'unanimité par un Comité spécial du Conseil d'administration de Squarespace ainsi que par l'ensemble du Conseil. Une fois la transaction finalisée, Squarespace deviendra une entreprise privée. La réunion spéciale des actionnaires prévue pour le 20 septembre 2024 a été annulée, et l'entreprise publiera une Déclaration de recommandation selon le calendrier 14D-9 dans les neuf jours ouvrables.
Squarespace (NYSE: SQSP) und Permira haben ihren Fusionsvertrag geändert, indem sie den Angebotspreis auf 46,50 USD pro Aktie in bar erhöht haben. Dies stellt einen Anstieg von 5,7% im Vergleich zum vorherigen Angebot von 44,00 USD pro Aktie dar und einen Aufschlag von 36,4% gegenüber dem volumen gewichteten Durchschnittspreis von Squarespace in den letzten 90 Tagen. Die überarbeitete Transaktion, die auf etwa 7,2 Milliarden USD geschätzt wird, wird als Übernahmeangebot strukturiert und erfordert, dass die Mehrheit der nicht verbundenen Aktionäre ihre Aktien anbieten.
Die Änderung wurde einstimmig von einem speziellen Ausschuss des Vorstands von Squarespace und vom gesamten Vorstand genehmigt. Nach Abschluss wird Squarespace ein privates Unternehmen werden. Die für den 20. September 2024 geplante außerordentliche Hauptversammlung der Aktionäre wurde abgesagt, und das Unternehmen wird innerhalb von neun Geschäftstagen eine Empfehlungserklärung nach Schedule 14D-9 herausgeben.
- Increased offer price of $46.50 per share, representing a 5.7% increase over the previous offer
- 36.4% premium over Squarespace's 90-day volume weighted average trading price
- Transaction valued at approximately $7.2 billion
- Represents over 20x enterprise value / 2025 unlevered free cash flow, a significant premium to peers
- Provides immediate and certain value to Squarespace stockholders
- Squarespace will no longer be publicly listed after the merger
- Transaction requires majority approval from unaffiliated stockholders
Insights
The amended merger agreement between Squarespace and Permira represents a significant development for investors. The increased offer price of
The transaction's structure as a tender offer, conditional on majority approval from unaffiliated stockholders, adds a layer of shareholder protection. The valuation multiple of over 20x enterprise value to 2025 unlevered free cash flow signifies a premium valuation compared to peers, potentially indicating Permira's confidence in Squarespace's future growth prospects.
However, investors should note that this 'best and final' offer may limit further price negotiations. The transition to a private company status post-merger will impact liquidity and public market access for current shareholders, a factor to consider when deciding whether to tender shares.
The amended merger agreement introduces several key legal considerations. The unanimous approval by the independent Special Committee and the full Board of Directors strengthens the deal's legal standing, potentially reducing the risk of shareholder litigation claiming breach of fiduciary duty.
The structure as a tender offer, rather than a traditional merger, may expedite the process and provide more flexibility. However, it also requires careful scrutiny of the offering documents to be filed with the SEC. The cancellation of the previously scheduled stockholder meeting and the upcoming issuance of a Recommendation Statement on Schedule 14D-9 are critical procedural changes that investors should monitor closely.
The involvement of multiple legal advisors for different parties (Squarespace, Special Committee, Permira and major shareholders) suggests a complex legal landscape. This comprehensive legal representation may help ensure all stakeholders' interests are adequately addressed, potentially reducing future legal challenges.
This amended deal signals strong market confidence in Squarespace's value proposition. The increased offer price and significant premium over recent trading prices suggest that Permira sees substantial untapped potential in Squarespace's business model and market position.
The transaction's valuation multiple of over 20x EV/2025 unlevered free cash flow, described as a 'significant premium to peers,' indicates that Permira may be pricing in aggressive growth expectations. This could reflect broader optimism about the website building and e-commerce platform market.
However, the move to take Squarespace private might signal a belief that the company's true value and growth potential are not fully recognized in the public markets. This trend of tech companies going private could impact the landscape for retail investors seeking exposure to high-growth tech stocks. The deal's structure and valuation may also set benchmarks for future transactions in the sector, potentially influencing valuations of comparable public companies.
Stockholders to receive an increase of
Purchase price reflects a
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
The revised offer price represents an increase of
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
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
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
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SOURCE Squarespace, Inc.
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