Squarespace and Permira Revise Merger Agreement for Enhanced Value

Squarespace and Permira Revise Merger Agreement for Enhanced Value

Squarespace, Inc. announced a significant update regarding its merger agreement with Permira. The new terms have been designed to elevate the offer price to $46.50 per share, representing an increase from the previously proposed $44.00. This move is aimed at providing substantial immediate value to Squarespace stockholders.

With this amendment, stockholders stand to gain an additional $2.50 per share compared to the previous transaction announcement. The revised offer reflects a premium of approximately 36% over the 90-day volume-weighted average trading price prior to the initial agreement. This adjustment demonstrates a keen commitment to ensuring that shareholders benefit from the change in ownership.

Details of the Amended Agreement

The enhanced transaction was unanimously endorsed by an independent special committee from Squarespace's Board of Directors. This special committee, which includes entirely independent and disinterested directors, has worked diligently to ensure that the interests of stockholders are front and center in this agreement.

The total transaction value now approximates $7.2 billion. The revised offer price not only increases the cash compensation for shareholders but also signifies a significant premium over other market comparisons and positions.

Market Context and Valuation

This proposed merger illustrates over 20 times the enterprise value against the estimated unlevered free cash flow for the year 2025, highlighting the compelling financial landscape that this merger represents. The transaction is notably structured as a tender offer, making it conditional upon a majority of shares being tendered by unaffiliated stockholders. This structure is designed to streamline the merger process and facilitate a smoother transition into private ownership.

Management Statements

Michael Fleisher, the Chairman of the Special Committee, expressed satisfaction with the revised offer, emphasizing the focus on maximizing value and certainty for shareholders. Fleisher indicated that the thorough deliberative process led to an outcome that serves the best interest of Squarespace and its investors.

Echoing this sentiment, David Erlong, a Partner at Permira, stated their contentment with the revised terms and the mutual understanding achieved throughout the negotiation. This structured approach is expected to afford shareholders immediate value for their investment as they transition into this new phase.

Transaction Specifics

The full terms, conditions, and further details of the tender offer will be comprehensively outlined in the documentation that Permira will submit to the relevant regulatory bodies. Such disclosures will ensure transparency around the processes involved.

Importantly, following the successful completion of this merger, Squarespace's common stock will cease to be publicly traded, marking its shift towards becoming a privately held entity. This move signifies a transformative step for the company and its operational strategy.

Assistance for Stockholders

Stockholders who have inquiries regarding the tender offer are encouraged to contact Okapi Partners, who will be acting as the Information Agent for this transaction. Their role will be to ensure that shareholders receive the necessary guidance during the tender offer process.

Company Background

Founded as a design-centric platform, Squarespace (NYSE: SQSP) assists entrepreneurs in launching and promoting their businesses online. The firm has gained traction globally, empowering millions of users across 200 nations by providing essential tools for online branding, audience engagement, e-commerce, and more.

Permira, established in 1985, operates as a dedicated investment firm focused on supporting thriving businesses to achieve their growth objectives. With vast experience in managing funds that directly invest in various sectors including technology and consumer products, Permira has proven to be a partner for successful global companies. Their historical record speaks to their ability to foster and scale growth-oriented businesses in diverse domains.

Frequently Asked Questions

What is the revised offer price for Squarespace shareholders?

The revised offer price is $46.50 per share in cash.

What prompted the amendment to the merger agreement?

The amendment aimed to increase the offer and provide greater value to shareholders based on market trading scenarios.

How has the Squarespace Board of Directors responded?

The Board unanimously approved the revised terms, highlighting their commitment to shareholder interests.

What will happen to Squarespace's stock after the merger?

Once the merger is complete, Squarespace's common stock will no longer be publicly traded.

Who can shareholders contact for more information regarding the tender offer?

Shareholders can contact Okapi Partners for assistance as the Information Agent overseeing the tender offer process.

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