Rightside and Donuts Announce ICANN Consent
18 7월 2017 - 5:05AM
Rightside Group, Ltd. (NASDAQ:NAME) and Donuts Inc. today announced
that the Internet Corporation for Assigned Names and Numbers
(ICANN) gave Rightside and Donuts notice on July 15, 2017 of
ICANN’s express consent to the transactions contemplated by the
merger agreement (the “Transactions”) among Donuts, DTS Sub Inc., a
wholly owned subsidiary of Donuts, and Rightside, which
Transactions include the previously announced tender offer by DTS
Sub Inc. to purchase all issued and outstanding shares of Rightside
common stock.
Together with the advance notice provided by Rightside (on
behalf of itself and its subsidiaries) of the Transactions and the
related change of control to ICANN on June 14, 2017, ICANN’s
express consent to the Transactions with respect to Rightside and
its applicable subsidiaries satisfies one of the conditions to the
tender offer. The completion of the tender offer is conditioned
upon the valid tender (without withdrawal) of at least a majority
of the issued and outstanding shares of Rightside common stock (as
calculated in the offer), as well as other important conditions
specified in the Schedule TO filed by Donuts with the Securities
and Exchange Commission (the “SEC”) on June 27, 2017. The tender
offer is scheduled to expire at 12:00 midnight, New York City time,
on July 26, 2017 (one minute after 11:59 p.m., New York City time,
on July 26, 2017), unless extended in accordance with applicable
SEC rules and the terms of the merger agreement among Donuts, DTS
Sub Inc. and Rightside.
About RightsideRightside inspires and delivers
new possibilities for consumers and businesses to define and
present themselves online. The company, with its affiliates, is a
leading provider of domain name services, offering one of the
industry's most comprehensive platforms for the discovery,
registration, usage and monetization of domain names. In addition
to being a new gTLD registry operator, Rightside is home to one of
the most admired registrar brands in the industry, Name.com.
Headquartered in Kirkland, WA, Rightside has offices in North
America and Europe. For more information please visit
www.Rightside.co.
About DonutsDonuts is a leading domain name
registry for new top-level Internet domain extensions. Donuts
offers businesses, individuals and organizations new ways to brand
and unify their online identities, in multiple languages and
character sets. Donuts is headquartered in Bellevue, Washington.
For more information, please visit www.donuts.domains.
Forward-Looking StatementsThis press release
contains forward-looking statements within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Statements concerning the expected tender offer and
statements containing words such as may, believe, anticipate,
expect, intend, plan, project, and estimate or similar expressions
constitute forward-looking statements. Forward-looking
statements involve risks and uncertainties, including, among
others: the failure to satisfy regulatory and other closing
conditions to the tender offer, including the tender of a
sufficient number of Rightside common shares in the offering.
More information about potential risk factors that could affect the
tender offer are contained in Rightside’s Quarterly Report on Form
10-Q for the quarter ended March 31, 2017 filed with the Securities
and Exchange Commission (the “SEC”) and other SEC filings.
All forward-looking statements are expressly qualified in their
entirety by this cautionary statement. The parties do not
intend to revise or update the information set forth in this press
release, except as required by law, and may not provide this type
of information in the future.
Important Additional Information and
Where to Find It
This announcement is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Rightside common stock. Donuts filed with the SEC a
tender offer statement on Schedule TO, and Rightside has filed a
Solicitation/Recommendation Statement on Schedule 14D-9, all with
respect to the Offer (as defined in those documents). Holders of
shares of Rightside common stock are urged to carefully read the
relevant tender offer materials (including the Offer to Purchase,
the related Letter of Transmittal and the other tender offer
documents) and the Solicitation/Recommendation Statement because
they contain important information that holders of shares of
Rightside common stock should consider before making any decision
regarding tendering their shares. The Offer to Purchase, the
related Letter of Transmittal and certain other tender offer
documents, as well as the Solicitation/Recommendation Statement,
are available to all holders of shares of Rightside common stock at
no expense to them from the Information Agent at the address and
telephone number set forth on the back cover of the Offer to
Purchase (and below) filed with the Schedule TO.
A free copy of the tender offer materials and the
Solicitation/Recommendation Statement are also available to all
Rightside stockholders by contacting Rightside at
IR@rightside.rocks or by phone at (212) 331-8424, or by
visiting Rightside’s website (www.rightside.co). The tender offer
materials and the Solicitation/Recommendation Statement are also
available for free at the SEC’s website at www.sec.gov. Rightside’s
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.
Rightside Investor Contacts:
The Blueshirt Group
Allise Furlani, 212-331-8433, allise@blueshirtgroup.rocks
Brinlea Johnson, 212-331-8424, brinlea@blueshirtgroup.rocks
Donuts Media Contact:
Judith McGarry, Donuts
415-971-2900
judith@donuts.email
Information Agent:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders call toll-free from the U.S. and Canada: (888) 750-5834
Banks and Brokers call collect: (212) 750-5833
Rightside Group, Ltd. (NASDAQ:NAME)
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