PARIS--(BUSINESS WIRE)--Regulatory News:
The following translation is provided for information purposes only and is not intended to substitute the original French language press release entitled "Dépôt d'un projet d'offre publique d'achat visant les actions de Meetic S.A. initiée par Match.com Europe Limited" which was published on June 22, 2011.
This press release does not constitute and must not be considered as an offer to purchase Meetic shares. The offer described below will be opened only after it has been declared compliant by the AMF.
FILING OF A DRAFT CASH TENDER OFFER
for the shares
of
Meetic S.A.
initiated by
Match.com Europe Limited
presented by
BNP Paribas
|
TERMS OF THE OFFER: |
|
15 EUROS PER MEETIC SHARE |
|
|
| This press release has been prepared and distributed on June 22, 2011, in accordance with the provisions of Articles 231-16 III of the General Regulation of the French stock market authority (Autorité des marches financiers) (the "AMF"). |
| THE OFFER AND THE DRAFT OFFER DOCUMENT |
| ARE STILL SUBJECT TO REVIEW BY THE AMF |
The draft offer document is available on the website of the AMF (www.amf-france.org) and may be obtained free of charge from:
BNP Paribas
4, rue d'Antin
75002 Paris
In accordance with Article 231-28 of the AMF General Regulation, the other information concerning the Offeror (notably, legal, financial and accounting information) shall be filed with the AMF and made available to the public at the latest by the day before the opening of the tender offer.
1 PRESENTATION OF THE OFFER
Pursuant to Section III of Book II and more specifically Article 232-1 et seq. of the AMF General Regulation, Match.com Europe Limited, a company organized and existing under the laws of England and Wales, registered with the Companies Registry of England and Wales under number 7661220, having its registered office at 40 Bank Street, Canary Wharf, London E14 5DS England is making an offer to the holders of shares issued by Meetic, a French société anonyme with a share capital of 2,298,985 euros divided into 22,989,848 shares with a nominal value of 0.1 euro each, having its registered office at 66 route de la Reine, 92100 Boulogne-Billancourt, registered with the Companies Registry of Nanterre under number 439 780 339 (hereafter referred to as "Meetic" or as the "Company"), to purchase pursuant to the terms and conditions set forth below (the "Offer") any and all of the shares of the Company that are traded on Eurolist (Compartiment B) of NYSE Euronext ("NYSE Euronext") under ISIN code FR0004063097, with the trading symbol "MEET" (the "Company Shares").
Match.com Europe Limited reserves the right to substitute its affiliate Match.com Pegasus Limited, a company organized and existing under the laws of England and Wales, having its registered office at 40 Bank Street, Canary Wharf, London E14 5DS England, for itself to acquire the Company Shares tendered to the Offer. Match.com Europe Limited, or Match.com Pegasus Limited if the substitution right is exercised, is hereafter referred to as the "Offeror". If the substitution right is exercised, Match.com Europe Limited will be jointly liable with Match.com Pegasus Limited for the payment of the Offer price.
BNP Paribas, as the presenting bank for the Offer, filed the Offer and the draft offer document with the AMF on behalf of the Offeror on June 22, 2011. Pursuant to the provisions of Article 231-13 of the AMF General Regulation, BNP Paribas guarantees the content and the irrevocable nature of the undertakings given by the Offeror in connection with the Offer. The Offer shall be conducted using the standard procedure in accordance with the provisions of Articles 232-1 et seq. of the AMF General Regulation.
Information related to Meetic provided in the draft offer document is derived mainly from available public documents and the Offeror did not have the opportunity to fully verify its content.
1.1 RATIONALE FOR THE OFFER
1.1.1 Presentation of the Offeror and its group
The Offeror is a company newly formed for the purpose of the Offer, an affiliate of Match.com, LLC ("Match.com") and an indirect subsidiary of IAC/InterActiveCorp ("IAC").
Match.com
Match.com is a leading provider of subscription-based and advertiser-supported online personals services in the United States and various jurisdictions abroad.
The Match.com group owns indirectly through Match.com Pegasus Limited a 26.51% interest in Meetic and a 50% interest in a venture with Meetic providing online personals services in certain countries in Latin America.
Match.com, the Offeror and Match.com Pegasus Limited are wholly-owned subsidiaries of IAC/InterActiveCorp.
IAC
IAC is a leading interactive media and advertising company with revenues of $1.64 billion in 2010. IAC operates more than 50 leading and diversified Internet businesses across 30 countries.
It is headquartered at World Headquarters, 555 West 18th Street, New York, NY 10011 (U.S.A.) and its shares are traded on the Nasdaq Stock Market under the stock symbol IACI.
1.1.2 Rationale for the Offer
Combining Online Dating and Matchmaking Leaders
The principal rationale behind the Offer is to bring together two leaders of the online dating and matchmaking industry. Match.com views the transaction as an opportunity to strengthen its partnership with Meetic and to align the two companies for even greater growth.
Given the ongoing globalization of social networking, including the online dating and matchmaking business, this transaction will offer Match.com and Meetic new growth opportunities by leveraging Match.com’s commitment to, and expertise in, product development, marketing and technology innovation on a global basis.
Applying Previous Lessons Learned through Its Operation of Match.com
Match.com believes that the Offer provides an opportunity to deepen its relationship with Meetic for the benefit of all of Meetic’s customers and stakeholders.
The online personals business has become increasingly competitive over the last few years, with the emergence of new technologies, new means of communicating and reaching consumers and new entrants to local markets served by the Company. Meetic's position as a leader in Europe and the fragmentation of the online dating market caused by the large number of new entrants have prevented Meetic's core business from growing significantly during such period.
Match.com views the struggles faced by Meetic to be similar to those faced by Match.com in the U.S. in 2008. As a result of the success that Match.com experienced in revitalizing its own growth trajectory in the U.S. beginning in 2009, Match.com believes it is uniquely positioned to leverage its own expertise and experiences to help rejuvenate a business that has not achieved the levels of growth that it had experienced historically.
Offering Market Innovative and Leading Products
With the extension of their partnership, Meetic and Match.com will be optimally positioned to continue delivering the customer service and product innovation that have been hallmarks of both companies and to pursue new market opportunities.
Executing the Match.com Growth Strategy
The Offer is a logical step for Match.com to strengthen its position in Europe and reinforce its commitment to international growth. By combining Meetic’s strength in the European market with Match.com’s leading position in the online dating industry, Match.com will significantly expand its presence in the online dating and matchmaking market in Europe and consolidate its market-leading position worldwide.
1.1.3 Context of the Offer
On June 5, 2009, the Match.com group contributed its European operations held in Match.com International Limited to Meetic in exchange for an approximate 27% stake in Meetic (6,094,334 shares of Meetic common stock), plus a promissory note which was subsequently paid in full in the fourth quarter of 2009.
Subsequently, Match.com announced on February 4, 2010 the formation of a joint venture between Match.com and Meetic, intended to provide personals services in certain countries in Latin America.
Finally, in late May 2011, Match.com made a strategic decision to initiate a tender offer for Meetic. In this context, on May 29, 2011, Mr. Marc Simoncini entered into a binding agreement (the "Tender Commitment") with Match.com Pegasus Limited to tender in the Offer 3,667,773 Company Shares, representing 15.96% of the total number of shares outstanding. On May 30, 2011, Match.com announced its proposed tender offer for Meetic.
1.2 MATCH.COM'S INTENTIONS FOR THE NEXT 12 MONTHS
1.2.1 Strategy and industrial and commercial policy – Synergies
Match.com intends to support Meetic in its domestic and international development, building on the expertise and competencies of Meetic’s management and employees, while leveraging Match.com’s industrial knowledge through Meetic’s local European management. This support may take the form of formal or informal consultancy arrangements, as well as increased oversight and direction through its representation on Meetic’s Board of Directors.
1.2.2 Employment-related intentions
Match.com does not currently anticipate combining the Meetic operations with its own businesses and does not plan to initiate any restructuring of the workforce within the Meetic Group outside the ordinary course. In particular, Match.com intends to maintain Meetic's operational headquarters' location in France.
1.2.3 Composition of the Board of the Company
The board of directors of Meetic is currently comprised of six members, including two independent directors. Two representatives of Match.com currently sit on the board of directors of Meetic: Gregory R. Blatt and W. Michael Presz.
Upon completion of the Offer, depending upon the percentage of the share capital and voting rights of Meetic held by the Offeror, changes may be made to the Company's Board of Directors in order to reflect the new shareholder structure.
Mr. Marc Simoncini will resign as Chairman of the Board and Chief Executive Officer, but will remain on the Board of Directors and provide consulting services to the Company. Match.com expects that Phillipe Chainieux, currently Managing Director and Deputy Chief Executive Officer of the Company, will serve as Chief Executive Officer of the Company and continue to run the day-to-day operations of the Company.
1.2.4 Intentions concerning Meetic's listing after the Offer
The Offeror does not intend to de-list the Company following completion of the Offer.
Pursuant to Articles 237-14 et seq. of the AMF General Regulation, the Offeror may however implement, within a 3-month period as from the Offer's closing date, a squeeze-out (retrait obligatoire) for the Company Shares if the Offeror owns more than 95% of the capital and voting rights of the Company.
The Offeror will also have the ability, in the event that it holds directly or indirectly at least 95% of the Company's voting rights, and no mandatory squeeze-out is implemented upon completion of the Offer, to file with the AMF a draft public buy-out offer (projet d'offre publique de retrait) followed by a mandatory squeeze-out in accordance with Articles 237-1 et seq. of the AMF General Regulation if following such buy-out offer, the Offeror also holds more than 95% of the shares. In the last case, the mandatory squeeze-out shall be subject to the AMF's clearance in light notably of the evaluation report to be provided by the Offeror and of the report of an independent expert to be appointed in accordance with the provisions of Article 261-1 II of the AMF General Regulation.
1.2.5 Merger – Legal Reorganization
On an operational level, Match.com does not currently plan to formally combine the operations of Meetic with those of its other businesses; however, as noted above it may provide consultancy or advisory services on a formal or informal basis to the Company.
Following the filing of the Offer, Match.com may consider certain legal reorganization within the group which may imply a grouping of the Company Shares held by the Match.com group under one single entity (for instance, via the contribution of Match.com Pegasus Limited's equity to the Offeror, which may be completed during the Offer period). The Offeror may in particular transfer its Company Shares to a French affiliate of the Offeror.
1.2.6 Dividend distribution policy
The Offeror will examine the policy for distributing dividends of the Company following the closing of the Offer, in accordance with applicable laws. A decision as to the dividend distribution policy will depend in particular on the Company’s capacity for such distribution and its working capital and financing needs.
1.2.7 Advantage of the Offer for the two companies and their shareholders
The price proposed by the Offeror is 15 euros per share. This Offer price represents a premium of approximately 11.6% on the closing price of Meetic shares on May 27, 2011.
Match.com believes that this purchase price provides an attractive value to all shareholders of the Company who are seeking liquidity for their shares.
Match.com believes that its increased ownership stake in the Company resulting from the Offer also will be in the best interest of Meetic’s continuing shareholders, as Match.com intends to collaborate more closely with the Company, including by leveraging its industrial knowledge through Meetic’s local European management to help Meetic improve its operations and financial performance. However, neither the extent to which additional investment in the business will be required, nor the time horizon required to re-start profitable revenue growth at Meetic, is known at this time.
1.3 AGREEMENTS THAT COULD HAVE A MATERIAL IMPACT ON THE VALUATION OR OUTCOME OF THE OFFER
The Match.com group currently owns, through Match.com Pegasus Limited, 6,094,334 Company Shares, representing 26.51% of the Company Shares of Meetic, which it obtained when it combined its European businesses with Meetic in 2009. Mr. Marc Simoncini, Match.com Pegasus Limited and Meetic S.A. entered into a shareholders agreement at the time of such contribution, a summary of which was published by the AMF (cf. Decision and information n°209C0846 dated June 12, 2009) (the "2009 Shareholders Agreement").
As mentioned above, on May 29, 2011, Mr. Marc Simoncini entered into the Tender Commitment with Match.com Pegasus Limited, whereby he agreed to tender in the Offer 3,667,773 Company Shares, which represent 15.95% of the total number of shares outstanding.
Mr. Marc Simoncini's undertaking will be void in the event that a third party files a competing public offer at a price higher than the Offer (offre concurrente), and such competing offer is declared compliant (conforme) by the AMF. However, if following the filing of this competing Offer, the Offeror were to file an improved offer, and such improved offer is declared compliant (conforme) by the AMF, Mr. Marc Simoncini will tender his 3,667,773 Company Shares to such improved offer.
This Tender Commitment is consistent with the 2009 Shareholders Agreement insofar as no provision in these two agreements prevents Mr. Marc Simoncini from tendering his Company Shares into the highest tender offer.
Under the terms of this agreement, Mr. Marc Simoncini will resign, promptly after the initial settlement and delivery of the Offer, from his current position as Chairman of the board of directors and chief executive officer (président directeur général) of Meetic, but not from his position as a member of the board.
Mr. Marc Simoncini and Match.com Pegasus Limited also agreed that if, upon the settlement and delivery of the Offer or at any later time, the Match.com group comes to hold at least 51% of the outstanding voting rights of Meetic, the 2009 Shareholders Agreement will terminate. If not, the 2009 Shareholders Agreement will continue.
Under the terms of the Tender Commitment, Mr. Marc Simoncini agreed to retain the balance of his stake (1,571,886 Company Shares, representing 6.84% of the total number of shares outstanding) until the first anniversary of the initial settlement and delivery of the Offer.
Upon expiration of this lock-up period, if the Match.com group holds less than 51% of the voting rights of the Company, any transfer of Company shares held by Mr. Marc Simoncini will be subject to the terms of the 2009 Shareholders Agreement. However, if the Match.com group holds at least 51% of the voting rights, Mr. Marc Simoncini will be free to sell all the Retained Shares, subject to such shares being first offered to Offeror.
If the shares held by the Match.com group, Mr. Marc Simoncini and the directors of Meetic were to represent collectively more than 70% of the total number of company shares then outstanding, Mr. Marc Simoncini will be entitled, between the first and the fourth anniversary of the initial settlement and delivery of the Offer, to require Match.com Pegasus Limited to purchase all of his 1,571,886 Company Shares by sending a written notice to Offeror. The price of such shares will be the average closing price of the Meetic shares on the Euronext Paris market over the ten trading days preceding the date of receipt of the notice (provided that such price shall be capped at 105% of the closing price of the Meetic shares on the Euronext Paris market on the trading day immediately preceding the date of receipt of the notice).
However, if an independent arbitrator determines that the market price of the Meetic shares is affected by the illiquidity in the stock, Mr. Marc Simoncini and Match.com Pegasus Limited will each proffer their own determination of the stock price. The purchase price of the Company Shares shall then be the average of the proposed stock prices unless such prices disagree by a margin equal to or greater than ten percent (10%) in which case the purchase price shall be the price proposed by either of the parties which, in the opinion of the independent arbitrator, reflects most closely the actual stock price of the Company.
Except for the 2009 Shareholders Agreement and the Tender Commitment, the Offeror is not aware of any agreement that could have a material impact on the valuation or outcome of the Offer.
2 TERMS AND CONDITIONS OF THE OFFER
2.1 NUMBER AND NATURE OF COMPANY SHARES TARGETED BY THE OFFER
As of the date of this press release, Match.com Pegasus Limited holds 6,094,334 Company Shares representing 26.51% of the share capital and 29.79% of the voting rights of the Company. In addition, Match.com Pegasus Limited entered into a Tender Commitment relating to certain Company Shares as described in paragraph 1.3 above.
Subject to the terms and conditions of the Offer set out below, the Offer covers any and all outstanding Company Shares not held by the Match.com group, i.e. 16,895,514 Company Shares as of May 31, 2011, in exchange for a consideration of 15 euros per Company Share.
It should be noted that certain of these 16,895,514 Company Shares are not capable of being tendered to the Offer:
- 1.571.886 Company Shares held by Mr. Marc Simoncini which are subject to a lock-up pursuant to the Tender Commitment described in paragraph 1.3 above;
- 302.222 Company Shares allocated for free by the Company to certain employees and corporate officers which are definitively acquired by their respective beneficiaries but remain subject to a lock-up requirement as described below under Section 2.5 insofar as such Company Shares are not capable of being tendered in the Offer in application of articles L. 225-197-1 and following of the French Commercial Code (except in case of death or invalidity of the holder).
The Offer does not cover the free share awards allocated by the Company to certain employees and corporate officers which remain subject to an ongoing vesting period expiring after the closing of the reopened Offer and therefore are not capable of being tendered to the Offer (except in case of early vesting and transferability due to the death or invalidity of the holder).
2.2 CONDITIONS TO THE OFFER
The Offer is not subject to a minimum tender condition.
The Offer is not subject to the prior approval of the transaction by any competition authorities in France or abroad.
2.3 INDICATIVE TIMETABLE OF THE OFFER
Prior to the opening of the Offer, the AMF and NYSE Euronext will publish respectively an opening notice (avis d'ouverture) and a notice announcing the terms and the timetable of the Offer.
An indicative timetable is set forth below:
| June 22, 2011 | Filing of the proposed Offer with the AMF | ||
| June 23, 2011 | Filing by the Company of the response offer document | ||
| July 5, 2011 | Clearance decision (Déclaration de conformité) | ||
| July 7, 2011 | Opening of the Offer | ||
| August 10, 2011 | Closing of the Offer | ||
| August 18, 2011 | Publication of notice announcing the final results of the Offer | ||
| August 19, 2011 | Reopening of the Offer (in the event the Offer is successful) | ||
| August 29, 2011 | Settlement – Delivery of the initial Offer | ||
| September 1, 2011 | Closing of the reopened Offer | ||
| September 8, 2011 | Publication of notice announcing the final results of the reopened Offer | ||
| September 19, 2011 | Settlement - Delivery of the reopened Offer | ||
2.4 FINANCING OF THE OFFER
2.4.1 Cost of the Offer
The total fees incurred by the Offeror and its affiliates in connection with the Offer, including fees and other costs related to external financial and legal advisers and of any other experts and consultants, as well as communication costs, are estimated to be approximately 3 million euros (excluding tax).
2.4.2 Financing of the Offer
In the event that 100% of the Company Shares targeted by the Offer, excluding those Company Shares that Mr. Marc Simoncini has agreed to retain pursuant to the Tender Commitment and the free Company Shares subject to a lock-up requirement expiring after the closing of the reopened offer, are tendered in the Offer, the total cash consideration to be paid by the Offeror (excluding fees and related expenses) would amount to approximately 225 million euros.
The Offer will be fully funded by IAC funds.
2.5 BROKERAGE COSTS AND REMUNERATION OF INTERMEDIARIES
No costs will be reimbursed and no fee will be paid by the Offeror to any intermediary whatsoever or to any person whomsoever soliciting Company shareholders to tender their Company Shares in the Offer.
2.6 RESTRICTIONS CONCERNING THE OFFER OUTSIDE FRANCE
The Offer is being made to holders of Company Shares located in France and outside of France, on condition that the applicable local regime permits their taking part in the Offer without requiring additional formalities from the Bidder.
The distribution of this press release and the draft offer document, the Offer, acceptance of the Offer, as well as the delivery of Company Shares, may, in certain countries, be the subject of specific regulations or restrictions. The Offer has not been registered or approved outside France and no action will be taken to register or approve it abroad. This press release, the draft offer document and the Offer's other documents do not constitute an offer to sell or purchase transferable securities or a solicitation of such an offer in any other country in which such an offer or solicitation is illegal or would require the Bidder to file an offering notice or take any other steps in accordance with local securities rules, or to any person to whom such an offer or solicitation could not be duly made. The Company's shareholders outside France can only participate in the Offer if permitted by the local laws to which they are subject.
Participation in the Offer and the distribution of this press release and the draft offer document may be subject to restrictions, applicable in accordance with laws in effect in relevant jurisdictions outside France (including any requirement to file a prospectus or take any steps in accordance with local securities rules). The Offer is not made to persons subject to such restrictions, whether directly or indirectly, and cannot be accepted in any way in a country in which the Offer would be subject to such restrictions.
Accordingly, the persons in possession of this press release and the draft offer document are required to obtain information on any applicable local restrictions and to comply therewith. Failure to comply with these restrictions could constitute a violation of applicable securities and/or stock market laws and regulations in one of these countries. The Offeror disclaims any and all liability in case of a violation by any person of the local rules and restrictions that are applicable to it.
If you are a resident of the United States, please also read the following paragraphs:
The Offer is being made in the United States in reliance on, and compliance with, Section 14(e) of the US Securities Exchange Act of 1934, as amended and Regulation 14E thereunder.
The Offer is being made for securities of a French company and is subject to French disclosure requirements which are different from United States disclosure requirements. In addition, US investors should be aware that this document has been prepared in accordance with a French format and style, which differs from the United States format and style for such documents. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved this Offer or passed upon the adequacy or completeness of this document or any documentation relating to the Offer. Any representation to the contrary is a criminal offence. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant French rules, which differ from United States payment and settlement procedures, particularly with regard to the date of payment of consideration.
Meetic is organized under the laws of France. Some of the officers and directors of Meetic are residents in France. In addition, most of the assets of Meetic are located outside the United States. As a result, it may be difficult for US shareholders of Meetic to effect service of process within the United States upon Meetic or its officers or directors or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the United States.
3 VALUATION CRITERIA FOR THE OFFER
The following valuation figures have been prepared by BNP Paribas, the presenting bank, on behalf of the Offeror, based on usual valuation methods, and on the basis of public information available on Meetic, its business and its competitors, as well as the Business Plan prepared by the Company in order to reflect its latest strategic developments. It was not the aim of BNP Paribas to check this information nor to check or evaluate the assets and liabilities of Meetic.
Offered price is Euro 15 per Meetic share.
On the basis of the valuation criteria below, the offered price shows the following premia and discounts:
| Criteria |
Equity value per share € |
Offered price per share premium range (in%) |
Enterprise value (€m) |
Offered EV premium range (in%) |
|||||||||||||||||||||||||||||||||||||||||||
| Discounted free cash flows |
14.23 |
16.17 |
5.4% |
(7.2%) |
246 |
291 |
7.1% |
(9.2%) |
|||||||||||||||||||||||||||||||||||||||
| Share price | |||||||||||||||||||||||||||||||||||||||||||||||
|
Last share price before the announcement of the offer (May 27, 2011) |
13.44 |
11.6% |
228 |
15.6% |
|||||||||||||||||||||||||||||||||||||||||||
| 5-day volume weighted average | 13.36 | 12.30% | 226 |
16.6% |
|||||||||||||||||||||||||||||||||||||||||||
| 1-month volume weighted average | 14.58 |
2.9% |
254 |
3.8% |
|||||||||||||||||||||||||||||||||||||||||||
| 3-month volume weighted average |
15.06 |
(0.4%) |
265 |
(0.5%) |
|||||||||||||||||||||||||||||||||||||||||||
| 6-month volume weighted average | 15.92 |
(5.8%) |
285 |
(7.4%) |
|||||||||||||||||||||||||||||||||||||||||||
| 12-month volume weighted average (1) |
17.6 |
(14.8%) |
323 |
(18.4%) |
|||||||||||||||||||||||||||||||||||||||||||
| Last 12 months Min/Max |
13.2 |
23.50 |
13.6% |
(36.2%) |
223 |
458 |
18.4% |
(42.4%) |
|||||||||||||||||||||||||||||||||||||||
| Trading multiples |
13.57 |
18.38 |
10.6% |
(18.4%) |
231 |
341 |
14.2% |
(22.6%) |
|||||||||||||||||||||||||||||||||||||||
| Transaction multiples |
15.01 |
23.09 |
(0.1%) |
(35.0%) |
264 |
448 |
(0.1%) |
(41.2%) |
|||||||||||||||||||||||||||||||||||||||
Source: Datastream, as of 27th May, 2011
(1) Stock prices impacted by the rumours of a sale of Meetic during H2 2010
The offered price is aligned with the DCF central value and close to the central value of the valuation range obtained using the trading multiples method.