Transaction Valued at $1.6 billion;
Permira Funds Partners with Ancestry.com Management and
Spectrum Equity to Acquire World’s Leading Online Family History Resource
PROVO, Utah, October 22, 2012 –Ancestry.com (Nasdaq:ACOM),
the global leader in online family history, and Permira, the European private
equity firm with global reach, today announced that a company owned by the
Permira funds and co-investors has entered into a definitive merger agreement
to acquire Ancestry.com for $32.00 per share in cash in a transaction valued at
$1.6 billion. Tim Sullivan, Ancestry.com’s President and Chief Executive
Officer, and Howard Hochhauser, Ancestry.com’s Chief Financial Officer and
Chief Operating Officer, will maintain a majority of their equity stakes in the
company as part of the transaction. Spectrum Equity will also remain an
investor in the company.
The transaction represents a premium of 41% over
Ancestry.com’s closing stock price on June 5, 2012, the last trading day prior
to press reports that Ancestry.com had retained a financial advisor in
connection with a possible sale of the company. The disinterested members of Ancestry.com’s
Board of Directors have unanimously approved the transaction and recommend that
Ancestry.com stockholders approve the merger. Affiliates of Spectrum Equity,
which together own approximately 30% of the company’s outstanding shares, have
agreed to vote their shares in favor of the merger.
Ancestry.com is the world’s largest online family history
resource. Its global network of websites empowers users to make meaningful
discoveries and share their family history. Over 15 years Ancestry.com has assembled
an unrivaled worldwide collection of over 10 billion digitized, indexed records
and built a feature-rich, engaging product experience for its 2 million-plus
subscribers. The company’s best-in-class technology ensures access everywhere
via web, desktop and mobile.
“This is a successful outcome for our public stockholders,
and a great day for Ancestry.com employees and subscribers around the world,”
said Tim Sullivan. “We’re excited that Permira shares our commitment to keep
investing in our technology and product experience to make family history easy
and accessible for more and more families around the world. Their strong
investment track record in the technology and Internet sectors makes them a
terrific advisor and partner as we take the company forward.”
Added Charles Boesenberg, Chairman of the Board of
Ancestry.com, “Our board conducted a thorough sale process, and we are pleased
to be able to offer our stockholders this premium transaction.”
Brian Ruder, Partner and Head of Permira’s Menlo Park office
said: “With its pioneering technology and market leading position, Ancestry.com
is an exciting investment opportunity for the Permira funds. We are thrilled to
be able to back the company as it continues to develop new and innovative
content, and expand in both its core markets and into new geographies. We look
forward to bringing Permira’s technology
and media experience to bear in supporting Tim, Howard and the rest of the
talented team at Ancestry.com and its mission of helping everyone discover,
preserve and share their family history.”
Ancestry.com and Permira indicated that the company will
continue executing on its growth strategy and initiatives led by content
acquisition and technology investment, with the support of the Permira funds
and the investor group. There are no anticipated changes in Ancestry.com’s
operating structure. Ancestry.com’s focus will continue to be on investing in
content, technology and its user experience, expanding its product offerings in
areas like DNA, and building the Ancestry.com brand and the family history
category, all on a global basis. Ancestry.com will remain headquartered in
Provo, Utah, with a continued large presence in San Francisco, Dublin, London
and other international markets.
The transaction, which is subject to the approval of holders
of a majority of the outstanding shares of Ancestry.com common stock and other
customary closing conditions, is expected to close in early 2013. The company
will file additional details regarding the transaction shortly with the
Securities and Exchange Commission on a Form 8-K, and in proxy materials to be
provided to the company’s stockholders in connection with the special meeting
to vote on the merger.
The Board of Directors of Ancestry.com received financial
advice from Qatalyst Partners LP, who also provided a fairness opinion in
connection with the transaction, and Wachtell, Lipton, Rosen & Katz served
as the company’s legal counsel. Morgan Stanley served as financial advisor to
the Permira funds while Fried, Frank, Harris, Shriver & Jacobson LLP and
Clifford Chance LLP served as legal advisors. The Permira funds were also
advised by McKinsey & Company, Aon M&A Solutions, and
PricewaterhouseCoopers LLP. Barclays, Credit Suisse Securities, Deutsche Bank,
Morgan Stanley and RBC Capital Markets have agreed to provide financing to the
acquiring company in connection with the merger.
Ancestry.com Third Quarter 2012 Financial Results
As previously announced, Ancestry.com will release financial
results for its third quarter 2012 on Wednesday, October 24, 2012 at
approximately 2:00 p.m. MT (4:00 p.m. ET). In light of today’s announcement,
the company will no longer be hosting a corresponding conference call with
analysts and investors to discuss the financial results.
About Ancestry.com
Ancestry.com Inc. (Nasdaq: ACOM) is the world’s largest
online family history resource, with more than 2 million paying subscribers.
More than 10 billion records have been added to the site in the past 15 years.
Ancestry users have created more than 39 million family trees containing
approximately 4 billion profiles. In addition to its flagship site,
Ancestry.com offers several localized Web sites designed to empower people to
discover, preserve and share their family history
About Permira
Permira is a European private equity firm with global reach.
The Permira funds, raised from pension funds and other institutions, make
long-term investments in companies with the ambition of transforming their
performance and driving sustainable growth. Founded in 1985, the firm advises
funds with a total committed capital of approximately $26 billion.
Permira established its presence in North America with the
opening of the New York office in 2002 followed by the Menlo Park office in
2008. The Permira funds have a long track record of successful technology and
digital media investing in companies around the world including Odigeo, NDS,
Renaissance Learning and Genesys. Since 1997, over 30% of the Permira funds’
investments have been in the core sector of Technology, Media & Telecom.