SQUARESPACE AND PERMIRA AMEND MERGER AGREEMENT TO INCREASE OFFER PRICE TO $46.50 PER SHARE IN CASH
Stockholders to receive an increase of
Purchase price reflects a 36% premium over the 90-day volume weighted average trading price of
Amended transaction represents
'best and final' offer and provides enhanced, immediate and certain value to
Permira to commence tender offer for all
of
Amended terms unanimously approved by an independent special committee of
The revised offer price represents an increase of 5.7% over the previously agreed offer price 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
David Erlong, Partner at Permira, said, "We are pleased that the revised offer and merger agreement have been unanimously approved by
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
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,
Stockholders with questions about the tender offer may contact
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
Advisors
J.P. Morgan is acting as financial advisor to
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
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
About
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
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
Investors
investors@squarespace.com
Media
press@squarespace.com
For Permira:
Nina.Gilbert@permira.com
+44 207 9594037
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
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