Answers.com, (NASDAQ: ANSW), creators of the leading answer engine Answers.com®, today announced that it has entered into a definitive merger agreement to be acquired by AFCV Holdings, LLC, a portfolio company of growth equity investor Summit Partners, for a total cash consideration of approximately $127 million. AFCV will acquire all outstanding shares of Answers.com common stock, Series A convertible preferred stock and Series B convertible preferred stock. Under the terms of the agreement, Answers.com common stock shareholders will receive $10.50 in cash for each outstanding share of common stock they own. The holders of Series A and Series B convertible preferred stock will also be entitled to receive cash consideration based on the number of the common stock into which those shares are convertible at the time of the merger.
“This is a great outcome for our shareholders,” said Bob Rosenschein, Founder, Chairman and CEO. “After an exciting six years as a public company, we are very pleased to achieve considerable value for our investors. The acquisition price of $10.50 per share represents a significant cash premium of approximately 33% over our 90-day volume-weighted average closing stock price.”
Mr. Rosenschein continued, “This agreement is also a positive for our community members. The integrity and commitment of our company to our products remain unchanged, as we continue our mission of creating the ultimate destination for answers.”
The board of directors of Answers.com has unanimously approved the merger with AFCV Holdings, LLC and recommends that the stockholders of Answers.com vote to adopt the merger agreement. Answers.com expects to hold a special meeting of stockholders to consider and vote on the proposed merger and merger agreement as soon as practicable after the mailing of the proxy statement to its stockholders.
The transaction has fully committed financing and is expected to close in the second quarter of 2011, subject to the satisfaction of customary closing conditions, including the approval of Answers.com stockholders and receipt of regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
UBS Investment Bank is acting as exclusive financial advisor and Kramer, Levin, Naftalis & Frankel, LLC as legal advisor to Answers.com. Jefferies & Company, Inc. is serving as financial advisor and Wilson Sonsini Goodrich & Rosati, Professional Corporation as legal advisor to AFCV Holdings.
See full press release here.