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FTD Group, Inc. Announces Increase in Cash Merger Consideration in Connection with United Online, Inc. Merger in Full Substitution of United Online Notes
Thursday, July 17, 2008 4:45 AM


FTD Stockholders to Receive $10.15 in Cash and 0.4087 of a Share of United Online Common Stock in Accordance with Formula Provided in Previously Announced Merger Agreement

FTD Group, Inc. (NYSE:FTD), a leading international provider of floral related products and services, today announced that it and United Online, Inc. (Nasdaq:UNTD) have entered into an amendment to their previously announced merger agreement pursuant to which United Online has elected to exercise its right under the terms of the merger agreement related to United Online obtaining additional financing to increase the per share cash merger consideration payable to FTD’s stockholders by $2.81 in full substitution of the $3.31 principal amount of United Online 13% senior secured notes due 2013 (the “Notes”). United Online has received a commitment from Silicon Valley Bank to provide United Online, on the terms and subject to the conditions therein, a $60 million senior secured term loan facility to be used to fund a portion of the cash merger consideration. As a result, in accordance with the formula provided in the original merger agreement, FTD stockholders will receive a total of $10.15 in cash and 0.4087 of a share of United Online common stock (“United Online Stock”) in exchange for each share of FTD common stock in the merger, for a total value of $14.38 per share of FTD common stock, based on United Online’s closing stock price of $10.35 on July 16, 2008. In such case, the total consideration to FTD stockholders and option holders would be approximately $434 million, consisting of approximately $307 million in cash and approximately 12.35 million shares of United Online Stock.

The amendment to the merger agreement provides, among other things, that in the event that the proceeds of the borrowings under the $60 million senior secured term loan facility from Silicon Valley Bank are unavailable to United Online, FTD stockholders will instead receive the previously announced $7.34 in cash, 0.4087 of a share of United Online Stock and $3.31 principal amount of Notes for each share of FTD common stock in the merger. In such case, United Online and FTD have agreed to notify FTD stockholders by press release of such change in merger consideration on or before the fifth business day prior to the scheduled date of the special meeting of the FTD stockholders to consider the merger.

Additional Information and Where You Can Find It

United Online has filed with the Securities and Exchange Commission (SEC) a Registration Statement on Form S-4 (Registration No. 333-151998) containing a preliminary prospectus/proxy statement in connection with the proposed transaction.



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