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.