WALTHAM, Mass. and GAINESVILLE, Fla., June
22, 2021 /PRNewswire/ -- Constant Contact, an
established leader in online marketing, backed by Clearlake Capital
Group, L.P. (together with its affiliates, "Clearlake") and Siris
Capital (together with its affiliates, "Siris"), today announced it
has signed a definitive agreement to acquire SharpSpring, Inc.
("SharpSpring") (NASDAQ: SHSP) in an all cash transaction valued at
approximately $240 million including
outstanding indebtedness.
Under the terms of the agreement, which has been unanimously
approved by the members of SharpSpring's Board of Directors,
Constant Contact will acquire all the outstanding common stock of
SharpSpring for $17.10 per share in
cash. The purchase price represents a 21% premium over
SharpSpring's closing share price of $14.11 as of June
21, 2021. The transaction is expected to close in the
third quarter of 2021 subject to customary closing conditions
including a SharpSpring stockholder approval.
SharpSpring is a cloud-based revenue growth and marketing
automation platform that improves the effectiveness of small
business's (SMBs) marketing strategy. Designed for SMBs, and often
delivered by digital marketing agencies, SharpSpring generates
leads, improves conversions to sales, and drives higher returns on
marketing investments. The integration of SharpSpring will give
Constant Contact's SMB clients the ability to easily and
successfully engage customers throughout their journey, helping
clients deliver better marketing-driven results.
"Constant Contact and SharpSpring share a mission to help small
businesses succeed, and this acquisition represents a powerful
opportunity to combine our best-in-class email and ecommerce
offerings with SharpSpring's strong suite of revenue growth and
marketing automation tools," said Frank
Vella, CEO, Constant Contact. "Today's Constant Contact
retains the customer-first culture that defined our heritage, and I
am excited to expand upon that with a commitment to innovation that
will accelerate our growth and build upon the passion and agility
that has made our brand a leader in digital marketing for so many
years."
"SharpSpring delivers a highly innovative and feature-rich suite
of marketing automation software tools. We welcome the company's
talented workforce to Constant Contact and look forward to a long
partnership," said James Pade,
Partner, Clearlake, and Tyler
Sipprelle, Managing Director, Siris. "This investment
augments Constant Contact's digital marketing software platform by
significantly accelerating its product roadmap and enhancing the
tools we offer modern-day marketers in their pursuit of key revenue
generating activities."
"Today is a great day for SharpSpring and our stockholders as
this transaction brings immediate and certain value at an
attractive premium," said Rick
Carlson, CEO, SharpSpring. "Today is also a great day for
our team and our customers, as we partner with a scale platform
that brings significant added resources as we strive to deliver
even greater value to SMBs. Constant Contact is the authority on
digital marketing for small businesses. I am thrilled with the
opportunity to bring SharpSpring's revenue growth platform to
Constant Contact's nearly 500,000 small business customers while
also further investing in and building upon SharpSpring's strong
customer and digital marketing agency base."
For more information regarding the terms and conditions
contained in the definitive agreement, please see SharpSpring's
Current Report on Form 8-K, which will be filed in connection with
this transaction.
JMP Securities LLC is acting as exclusive financial advisor and
Godfrey & Kahn, S.C. is acting as legal counsel to SharpSpring,
Inc. Lazard is acting as financial advisor to Constant Contact and
Sidley Austin LLP is acting as legal counsel to Constant
Contact.
About Constant Contact
Constant Contact, an established leader in online marketing,
simplifies the complex task of marketing your business, so you can
achieve real results and sell more online. Whether it's setting up
a website and online store, leveraging social and search features
to get new customers, or sending great-looking emails with the
power to drive more sales, we combine the right tools and advice to
help get the results you want. Plus, our award-winning team of
marketing advisors is there for each customer, every step of the
way. For more information, visit: www.constantcontact.com.
About SharpSpring, Inc.
SharpSpring, Inc. (NASDAQ:
SHSP) is a rapidly growing, highly-rated, global and affordable
revenue growth platform delivered via a cloud-based
Software-as-a-Service (SaaS) solution. More than 10,000 businesses
around the world rely on SharpSpring platforms to generate leads,
improve conversions to sales, and drive higher returns on marketing
investments. Known for its innovation, open architecture and free
customer support, SharpSpring offers flexible contracts at a
fraction of the price of competitors making it an easy choice for
growing businesses and digital marketing agencies. Learn more at
sharpspring.com.
About Clearlake
Founded in 2006, Clearlake Capital
Group, L.P. is an investment firm operating integrated businesses
across private equity, credit and other related strategies.
With a sector-focused approach, the firm seeks to partner with
experienced management teams by providing patient, long term
capital to dynamic businesses that can benefit from Clearlake's
operational improvement approach, O.P.S.® The firm's core target
sectors are technology, industrials, and consumer. Clearlake
currently has approximately $39
billion of assets under management, and its senior
investment principals have led or co-led over 300 investments. The
firm has offices in Santa Monica and Dallas. More information is available at
www.clearlake.com and on Twitter @ClearlakeCap.
About Siris
Siris is a leading private equity firm
that invests primarily in mature technology and telecommunications
companies with mission-critical products and services, facing
industry changes or other significant transitions. Siris'
development of proprietary research to identify opportunities and
its extensive collaboration with its Executive Partners are
integral to its approach. Siris' Executive Partners are experienced
senior operating executives that actively participate in key
aspects of the transaction lifecycle to help identify opportunities
and drive strategic and operational value. Siris is based in
New York and Silicon Valley and
has raised nearly $6 billion in
cumulative capital commitments. www.siris.com.
Forward Looking Statements
This press release
contains "forward-looking statements" as defined in the U.S.
Private Securities Litigation Reform Act of 1995. The reader is
cautioned not to rely on these forward-looking statements, such as
statements regarding the proposed transaction between Constant
Contact and SharpSpring, the expected timetable for completing the
transaction, future financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined
company and any other statements about Constant Contact and
SharpSpring managements' future expectations, beliefs, goals, plans
or prospects. These statements are based on current expectations of
future events, and these include statements using the words such as
"believes," "plans," "anticipates," "expects," "estimates" and
similar expressions. If underlying assumptions prove inaccurate or
known or unknown risks or uncertainties materialize, actual results
could vary materially from the SharpSpring's expectations. Risks
and uncertainties include, but are not limited to: the risk that
the transaction may not be completed in a timely manner or at all,
which may adversely affect SharpSpring's business and the price of
its common stock; the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the
merger agreement by the stockholders of SharpSpring, and the
receipt of certain governmental and regulatory approvals; the
effect of the announcement or pendency of the transaction on
SharpSpring's business relationships, operating results, and
business generally; risks that the proposed transaction disrupts
SharpSpring's current plans and operations and potential
difficulties in SharpSpring's employee retention as a result of the
transaction; risks related to diverting management's attention from
SharpSpring's ongoing business operations; and the outcome of any
legal proceedings that may be instituted against SharpSpring or the
purchaser related to the merger agreement or the transaction. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties that SharpSpring's business as described in the "Risk
Factors" in SharpSpring's Annual Report on Form 10-K for the year
ended December 31, 2021 and in
SharpSpring's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2021, and other reports
SharpSpring files with the SEC. We assume no obligation to update
any forward-looking statements contained in this document as a
result of new information, future events or otherwise. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contemplated in the forward-looking
statements. Copies of these filings are available online at
www.sec.gov and https://investors.sharpspring.com/.
SharpSpring assumes no obligation and does not intend to update or
revise these forward-looking statements, whether as a result of new
information, future events, or otherwise.
Important Information for Investors
In connection
with the proposed transaction, SharpSpring intends to file with the
SEC a proxy statement (the "proxy statement") and mail the proxy
statement to its stockholders. The Proxy Statement will contain
important information about Constant Contact, SharpSpring, the
transaction and related matters. INVESTORS AND SECURITY HOLDERS OF
SHARPSPRING ARE URGED TO READ CAREFULLY THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE, AND OTHER RELEVANT DOCUMENTS, AND ANY RELATED
AMENDMENTS OR SUPPLEMENTS, FILED WITH THE SEC BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT SHARPSPRING, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and security holders may
obtain free copies of the proxy statement and other documents (when
available) that SharpSpring files with the SEC through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed
with the SEC by SharpSpring will be available free of charge on
SharpSpring's investor relations website at
https://investors.sharpspring.com/ or by contacting
SharpSpring's Investor Relations Department at
SHSP@gatewayir.com.
No Offer or Solicitation
This communication is
neither an offer to buy, nor a solicitation of an offer to sell,
subscribe for or buy any securities or the solicitation of any vote
or approval in any jurisdiction pursuant to or in connection with
the proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law.
Contacts
For Constant Contact:
Kristen Andrews
pr@constantcontact.com
For SharpSpring:
Gateway Investor Relations
SHSP@gatewayir.com
For Clearlake:
Jennifer Hurson
Lambert & Co.
845-507-0571
jhurson@lambert.com
For Siris:
Dana Gorman / Blair Hennessy
Abernathy MacGregor
212-371-5999
dtg@abmac.com / bth@abmac.com
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SOURCE Constant Contact