Siris Capital $2 Billion Acquisition of Web.com

Morgan Stanley & Co. LLC, RBC Capital Markets, and Macquarie Capital are serving as financial advisors to Siris. Sidley Austin LLP is acting as corporate counsel to Siris and Kirkland & Ellis LLP is acting as financing counsel to Siris in connection with the transaction. BofA Merrill Lynch and J.P. Morgan are serving as financial advisors and Cooley LLP is serving as legal counsel to Web.com.

Web.com Group, Inc. (NASDAQ:WEB), a leading global provider of a full range of Internet services and online marketing solutions for small and medium‐sized businesses, has entered into a definitive agreement to be acquired by an affiliate of Siris Capital Group, LLC in an all-cash transaction valued at approximately $2 billion.

Under the terms of the agreement, which has been unanimously approved by the members of Web.com’s board of directors, an affiliate of Siris will acquire all of the outstanding common stock of Web.com for $25.00 per share in cash. The purchase price represents a 30% premium over Web.com’s 90-day volume-weighted average price ended on June 19, 2018.

A special meeting of Web.com’s shareholders will be held as soon as practicable following the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”) and subsequent mailing to its shareholders.

Web.com may solicit alternative acquisition proposals from third parties during a “go-shop” period from the date of the agreement until August 5, 2018. There is no guarantee that this process will result in a superior proposal, and the agreement provides Siris with a customary right to match a superior proposal.  Web.com does not intend to disclose developments with respect to the solicitation process unless and until the company determines such disclosure is appropriate.

The proposed transaction is expected to close in the fourth quarter of 2018 and is subject to approval by Web.com’s shareholders, along with the satisfaction of customary closing conditions and antitrust regulatory approvals, as necessary. The transaction is not subject to any financing condition. Upon completion of the acquisition, Web.com will become wholly owned by an affiliate of Siris.

Sidley is advising an affiliate of Siris Capital Group, LLC with a team including Dan Clivner (Picture) and Vijay Sekhon.

Simpson Thacher is representing J.P. Morgan Securities LLC as financial advisor to Web.com Group, Inc. with a team including Caroline Gottschalk, Erika Tang (M&A) and Jule Walsh.

Cooley is representing Web.com with a team led by Eric Schwartzman.

Involved fees earner: Eric Schwartzman – Cooley LLP; Dan Clivner – Sidley Austin LLP; Vijay Sekhon – Sidley Austin LLP; Caroline Gottschalk – Simpson Thacher & Bartlett; Erika Tang – Simpson Thacher & Bartlett;

Law Firms: Cooley LLP; Sidley Austin LLP; Simpson Thacher & Bartlett;

Clients: JP Morgan Securities; Siris Capital Group, LLC.; Web.com, Inc. ;

Author: Ambrogio Visconti