Funds managed by affiliates of Apollo Global Management, LLC
(together with its consolidated subsidiaries, “Apollo”) (NYSE:
APO), a leading global alternative investment manager, today
announced that they have entered into a definitive agreement to
acquire all of the outstanding shares of Shutterfly, Inc. (NASDAQ:
SFLY) (“Shutterfly” or the “Company”), a leading retailer and
manufacturing platform dedicated to helping capture, preserve, and
share life’s important moments, for $51.00 per share in cash, or
enterprise value of approximately $2.7 billion.
The $51.00 per share cash consideration
represents a premium of 31% when compared to Shutterfly’s
unaffected closing stock price of $38.91 on April 23, 2019, the
last trading day before a media report was published
speculating that Apollo Funds were considering a bid for the
Company. The Shutterfly Board of Directors unanimously approved the
agreement with the Apollo Funds and recommends that Shutterfly
stockholders vote in favor of the transaction.
“We are extremely excited for our funds to
acquire Shutterfly,” said David Sambur, Senior Partner at Apollo.
“At a time when billions of photos are taken every day, Shutterfly
has led the charge as a pioneer of personalized photo products and
school photography, helping consumers capture, preserve and share
life’s most important moments. We look forward to working with
Shutterfly’s talented employees and supporting further investments
in technology to drive the continued growth and success of the
business.”
Shutterfly Transaction
Details
The Shutterfly transaction is expected to close
by early fourth quarter 2019. The transaction is subject to
customary closing conditions, including approval by Shutterfly
shareholders and receipt of approval under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. The Shutterfly
transaction is not conditioned on the closing of the Apollo Funds’
transaction with Snapfish.
Upon completion of the Shutterfly transaction,
Shutterfly will become a privately held company, and its shares
will no longer be listed on the NASDAQ Global Select Market.
Snapfish Transaction
Simultaneously, Apollo announced that the Apollo
Funds entered into a definitive agreement to combine Snapfish, LLC
(“Snapfish”), an internet-based retailer of photography products,
with Shutterfly. Upon the closing of the Snapfish transaction, the
Snapfish owners will become significant minority owners in the
combined Shutterfly and Snapfish business.
The Snapfish transaction is subject to specified
closing conditions, including the completion of the Apollo Funds’
acquisition of Shutterfly and receipt of approval under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. The
Snapfish transaction is expected to close simultaneously with the
Shutterfly acquisition.
Neil Cohen, Chairman of Snapfish and CEO of
District Photo, Inc., commented, “We look forward to working with
the Apollo Funds. The Apollo Funds bring substantial financial
resources as we continue to invest in innovation, as well as
valuable strategic perspectives to drive growth over the coming
years. We are committed to supporting the company and continuing
our relationship as a fulfillment partner.”
“We are thrilled to partner with two pioneers of
the photo personalization industry in these innovative
transactions,” said David Sambur, Senior Partner at Apollo. “We are
confident that this transaction will create an opportunity for
innovation and continued growth in the photo and personalized photo
products industry. We are excited to work with Neil and the
Snapfish team in this transaction, and to benefit from their market
expertise after three generations in the photo product business. We
believe that both companies will be better positioned to operate in
a competitive marketplace through their enhanced ability to invest
in product innovation to deliver the best consumer experience.”
Advisors and Financing
Providers
Financing is being provided by Barclays, Citi
and SunTrust Robinson Humphrey, Inc. (or a lending affiliate), who
are also serving as financial advisors to the Apollo Funds.
LionTree is serving as lead financial advisor to the Apollo Funds.
Evercore is also acting as financial advisor to the Apollo Funds.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal
counsel to the Apollo Funds.
Morgan Stanley & Co. LLC is acting as
financial advisor to Shutterfly, and Fenwick & West LLP is
acting as its legal counsel.
UBS Investment Bank is acting as financial
advisor to both the Apollo Funds, in connection with the Shutterfly
transaction, and District Photo, Inc., in connection with the
Snapfish transaction. Arent Fox LLP is acting as legal
counsel to Snapfish.
About ShutterflyShutterfly,
Inc. is a leading retailer and manufacturing platform for
personalized products and communications. Founded in 1999,
Shutterfly, Inc. has three divisions: Shutterfly Consumer,
Lifetouch, and Shutterfly Business Solutions. Shutterfly Consumer
and Lifetouch help consumers capture, preserve, and share life’s
important moments through professional and personal photography,
and personalized products. The Shutterfly brand brings photos to
life in photo books, gifts, home décor, and cards and stationery.
Lifetouch is the national leader in school photography, built on
the enduring tradition of “Picture Day”, and also serves families
through portrait studios and other partnerships. Shutterfly
Business Solutions delivers digital printing services that enable
efficient and effective customer engagement through personalized
communications. For more information about Shutterfly, Inc.
(Nasdaq: SFLY), visit www.shutterflyinc.com.
About SnapfishHeadquartered in
San Francisco, CA, Snapfish is a global leader in online photo
printing services. Founded in 1999, it provides high-quality photo
products to consumers looking for great value and selection. The
company operates in multiple countries around the world and
supports blue-chip companies’ photo efforts. For more information,
visit www.snapfish.com.
About ApolloFounded in 1990,
Apollo is a leading global alternative investment manager with
offices in New York, Los Angeles, San Diego, Houston, Bethesda,
London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore,
Hong Kong, Shanghai and Tokyo. Apollo had assets under management
of approximately $303 billion as of March 31, 2019 in private
equity, credit and real assets funds invested across a core group
of nine industries where Apollo has considerable knowledge and
resources. For more information about Apollo, please visit
www.apollo.com.
Forward-Looking StatementsThis
press release contains forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995,
including statements with respect to the proposed transaction and
the merger (the “Merger”) of Merger Sub (as defined below) with and
into Shutterfly, Inc., a Delaware corporation (which we may refer
to as “we,” “us,” “our” or the “Company”) on the terms and subject
to the conditions set forth in the Agreement and Plan of Merger
(the “Merger Agreement”) by and among Photo Holdings, LLC, a
Delaware limited liability company (“Parent”), Photo Holdings
Merger Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent (“Merger Sub”), and the Company, the benefits
of the proposed transaction and the anticipated timing of the
proposed transaction. Forward-looking statements can be generally
identified by the use of words such as “may,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“intends,” “continue” or similar terminology. These statements
reflect only the Company’s current expectations and are not
guarantees of future performance or results. Forward-looking
information involves risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied in, or reasonably inferred from, such
statements. Specific factors that could cause actual results to
differ from results contemplated by forward-looking statements
include, among others, (i) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
Merger Agreement; (ii) the inability to complete the Merger due to
the failure to obtain stockholder approval for the Merger or the
failure to satisfy other conditions to completion of the Merger,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the transaction; (iii)
risks regarding the failure of Parent to obtain the necessary
financing to complete the Merger; (iv) risks related to disruption
of management’s attention from the Company’s ongoing business
operations due to the transaction; (v) the effect of the
announcement of the Merger on the Company’s relationships with its
members, operating results and business generally; (vi) the risk
that certain approvals or consents will not be received in a timely
manner or that the Merger will not be consummated in a timely
manner; (vii) the risk of exceeding the expected costs of the
Merger; (viii) adverse changes in governmental laws and
regulations; (ix) adverse developments in the Company’s
relationships with its employees; (x) capital market conditions,
including availability of funding sources for us; (xi) changes in
our credit ratings; (xii) risks related to our increased
indebtedness, including our ability to meet certain financial
covenants in our debt instruments; (xiii) the risk of litigation,
including stockholder litigation in connection with the proposed
transaction, and the impact of any adverse legal judgments, fines,
penalties, injunctions or settlements and (xiv) volatility in the
market price of our stock. Therefore, caution should be taken not
to place undue reliance on any such forward-looking statements. We
assume no obligation (and specifically disclaim any such
obligation) to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law. For additional discussion
of potential risks and uncertainties that could impact our results
of operations or financial position, refer to the risk factors set
forth in our Forms 10-K, 10-Q and 8-K.
Contact Information:
For ApolloInvestor
Relations:Gary M. SteinHead of Corporate
CommunicationsApollo Global Management,
LLC212-822-0467gstein@apollo.com
Ann DaiInvestor Relations ManagerApollo Global
Management, LLC212-822-0678adai@apollo.com
Media Relations:Charles
ZehrenRubenstein Associates, Inc. for Apollo Global Management,
LLC212-843-8590czehren@rubenstein.com
For SnapfishJeffrey SimChief
Financial Officer301-595-5651jsim@snapfish-llc.com
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