RIGHTSIDE GROUP, LTD. (NASDAQ:NAME) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
Merger Agreement with Donuts Inc. and DTS Sub Inc.
On June13, 2017, Rightside Group, Ltd. (the Company) entered into
an Agreement and Plan of Merger (the Merger Agreement) with
Donuts Inc. (Parent) and DTS Sub Inc. (Purchaser).
The Merger Agreement provides that, upon the terms and subject to
the conditions set forth in the Merger Agreement, Parent has
agreed that Purchaser will commence a cash tender offer (the
Offer) to acquire all of the shares of the Companys common stock
(Common Stock) for a purchase price of $10.60 per share in cash,
without interest (the Offer Price), subject to the terms and
conditions of the Merger Agreement. Following the Offer,
Purchaser will merge with and into the Company (the Merger), with
the Company continuing as the surviving corporation and as a
wholly owned subsidiary of Parent.
At the effective time of the Merger (the Effective Time), each
outstanding option to purchase shares of Common Stock (Stock
Options) with a per share exercise price less than the Offer
Price will be cancelled in exchange for a cash payment, subject
to applicable withholdings, equal to (1) (A) the Offer Price less
(B)the per share exercise price multiplied by (2)the number of
shares subject to the Stock Option. Stock Options with a per
share exercise price equal to or greater than the Offer Price
will be cancelled and extinguished for no consideration. All
Stock Options will accelerate and become fully vested and
exercisable immediately prior to the Effective Time, contingent
on the Effective Time.
At the Effective Time, each outstanding restricted stock unit
(RSU) award of the Company shall be cancelled in exchange for the
right to receive an amount in cash, payable in installments and
subject to applicable withholdings, equal to (1)the Offer Price
multiplied by (2)the number of shares underlying the RSU award
(the Substituted Cash Award). The Substituted Cash Award shall
remain subject to the same vesting schedule and other terms and
conditions that applied to the original RSU award.
Purchaser has agreed to commence the Offer as promptly as
reasonably practicable, and in any event within 10 business days,
after the date of the Merger Agreement. The consummation of the
Offer will be conditioned on there having been validly tendered
into and not withdrawn from the Offer a number of shares of
Common Stock that, together with any shares of Common Stock owned
by Parent and Purchaser, if any, represents a majority of the
shares of Common Stock (calculated on a fully diluted basis in
accordance with the Merger Agreement) issued and outstanding
immediately prior to the acceptance time of the Offer. The
consummation of the Offer is also conditioned on (1)receipt of
certain regulatory approvals, including expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976; (2) applicable advance notice to the Internet Corporation
for Assigned Names and Numbers (ICANN), and ICANN shall not have
expressly denied or withheld its consent to the transaction;
(3)the accuracy of the representations and warranties and
compliance with the covenants contained in the Merger Agreement,
subject to qualifications; and (4)other customary conditions.
The Company has made customary representations and warranties in
the Merger Agreement and has agreed to customary covenants
regarding the operation of the business of the Company and its
subsidiaries after the date of the Merger Agreement and prior to
the closing of the Merger. The Company is also subject to
customary restrictions on its ability to solicit acquisition
proposals from third parties and to provide information to, and
enter into discussions or negotiations with, third parties
regarding the acquisition of the Company. However, the
solicitation restrictions are subject to a customary fiduciary
out provision that allows the Company, under certain
circumstances, to provide information to, and enter into
discussions or negotiations with, third parties with respect to
the acquisition of the Company if the Companys Board of Directors
(the Board) determines in good faith, after consultation with
outside legal counsel and its financial advisor, that the failure
to take such action would reasonably be expected to be a breach
of its fiduciary duties to the stockholders of the Company under
applicable law. The Company will be obligated to pay a
termination fee of $7.7million to Donuts in certain customary
circumstances.
The Merger will be governed by Section251(h)of the General
Corporation Law of the State of Delaware, with no stockholder
vote required to consummate the Merger. In the Merger, each
outstanding share of Common Stock (other than (1)treasury shares;
(2)shares held by Parent, Purchaser or any wholly owned
subsidiary of Parent;
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(3)shares held by the Company or any subsidiaries of the Company;
or (4)shares held by a holder who has properly exercised
appraisal rights of such shares in accordance with Section262 of
the Delaware General Corporation Law) will be converted into the
right to receive cash in an amount equal to the Offer Price.
The foregoing description of the Merger Agreement is qualified in
its entirety by reference to the full text of the Merger
Agreement, a copy of which is filed as Exhibit2.1, and is
incorporated into this report by this reference.
The Merger Agreement contains representations and warranties by
each of Parent, Purchaser and the Company. These representations
and warranties were made solely for the benefit of the parties to
the Merger Agreement and:
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should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
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may have been qualified in the Merger Agreement by disclosures that were made to the other party in connection with the negotiation of the Merger Agreement; |
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may apply contractual standards of materiality that are different from materiality under applicable securities laws; and |
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were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement. |
On June14, 2017, the Company issued a joint press release with
Parent announcing the entry into the Merger Agreement. A copy of
the press release is attached hereto as Exhibit99.1 and, to the
extent relating to the announcement of the entry into the Merger
Agreement, is incorporated herein by reference.The press release
should be read in conjunction with the note regarding
forward-looking statements, which is included in the text of the
press release.
Amendment to Stock Purchase Agreement with Tucows Inc.
On June13, 2017, the Company entered into a First Amendment to
Stock Purchase Agreement (the Amendment) by and between the
Company and Tucows Inc. (Tucows), to which the definition of
Escrow Triggering Event was revised to remove a change in control
of the Company and the definition of Minimum Cash Amount was
revised to mean $5.35million from June13, 2017 until the end of
April20, 2018, and zero thereafter.
Important Additional Information and Where to Find
It
The tender offer for the outstanding shares of Rightsidehas not
yet commenced. This communication is for informational purposes
only and is neither an offer to purchase nor a solicitation of an
offer to sell common shares of Rightside, nor is it a substitute
for the tender offer materials that Donuts Inc. and its
acquisition subsidiarywill file with the SEC upon commencement of
the tender offer. At the time that the tender offer is commenced,
Donuts Inc. and its acquisition subsidiarywillfile tender offer
materials on Schedule TO with the SEC, and Rightside will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with
respect to the offer. The tender offer materials (including an
offer to purchase, a related letter of transmittal and certain
other tender offer documents) and the solicitation/recommendation
statement will contain important information that should be read
carefully and considered by Rightsides stockholders before any
decision is made with respect to the tender offer. Both the
tender offer statement and the solicitation/recommendation
statement will be made available to Rightsides stockholders free
of charge. A free copy of the tender offer materials and the
solicitation/recommendation statement will also be made available
to all stockholders of Rightside by contacting Rightside at
IR@rightide.rocks or by phone at (212) 331-8424, or by visiting
Rightsides website (www.rightside.co). In
addition, the tender offer materials and the
solicitation/recommendation statement (and all other documents
filed with the SEC) will be available at no charge on the SECs
website (www.sec.gov) upon filing with the SEC.
Rightsides stockholders are advised to read the tender offer
materials and the solicitation/recommendation statement, as each
may be amended or supplemented from time to time, and any other
relevant documents filed with the SEC when they become available
before they make any decision with respect to the tender offer
because they will contain important information about the
proposed transaction and the parties to the transaction.
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| Item9.01 | Financial Statements and Exhibits. |
(d)
Exhibits
|
ExhibitNo. |
Description |
|
| 2.1 |
Agreement and Plan of Merger, dated as of June13, 2017, by and among Rightside Group, Ltd., Donuts Inc. and DTS Sub Inc.* |
|
| 99.1 | Joint Press Release dated June14, 2017. |
| * |
Schedules have been omitted to Item 601(b)(2)of Regulation S-K. Rightside agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request. |
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to the
requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Date: June14, 2017 | RIGHTSIDE GROUP, LTD. | |||||
| By: |
/s/ Taryn J. Naidu |
|||||
| Taryn J. Naidu | ||||||
| Chief Executive Officer |
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INDEX TO
EXHIBITS
|
ExhibitNo. |
Description |
|
| 2.1 |
Agreement and Plan of Merger, dated as of June13, 2017, by and among Rightside Group, Ltd., Donuts Inc. and DTS Sub Inc.* |
|
| 99.1 | Joint Press Release dated June14, 2017. |
| * | Schedules have been omitted |
About RIGHTSIDE GROUP, LTD. (NASDAQ:NAME)
Rightside Group, Ltd. is a provider of domain name services that enable businesses and consumers to find, establish and maintain their digital address. The Company is a registrar, offering domain name registration and other related services to resellers and domain name registrants. It provides infrastructure services through its eNom brand. It has over 16.5 million domain names under management. It has a portfolio of over 40 generic Top Level Domains (gTLDs) acquired through Internet Corporation for Assigned Names and Numbers (ICANN)’s expansion of new gTLDs. It has launched all of its gTLDs, including .NEWS, .LIVE, and .FAMILY, into general availability in the marketplace. Its registry services business builds a distribution network of over 125 ICANN accredited registrars, including GoDaddy, eNom and Name.com, as well as other complementary distribution partners, such as Website builders and e-mail service providers, that offer its gTLD domain names to businesses and consumers.