Endurance International Group Holdings, Inc. (NASDAQ:EIGI), and Constant Contact, Inc. (NASDAQ:CTCT) today announced that the two companies have entered into a definitive agreement under which Endurance International will acquire all of Constant Contact's outstanding shares of common stock for $32.00 per share in cash, valuing Constant Contact at approximately $1.1 billion. The value represents a multiple of 12x 2015 estimated adjusted EBITDA, including cash on its balance sheet. Including expected synergies, this represents a multiple of 7x 2015 estimated adjusted EBITDA. The offer represents a premium of approximately 23 percent over Constant Contact's closing price of $26.10 on October 30, 2015. The transaction has been approved by the boards of directors of both companies.
Benefits of the proposed transaction include:
- Expansion of Endurance's position as a leader in the small business marketing space from web presence to online marketing services;
- Extension of the company's product portfolio of solutions and integrated products for its millions of subscribers through the addition of Constant Contact's suite of online marketing tools such as email marketing, events management, social media integration, and contact management systems;
- Strengthening of Endurance's core capabilities by combining with Constant Contact's competencies as a trusted and distinct brand focused on product and subscriber engagement; and
- Enhanced operational and financial scale.
Importantly, the transaction brings together two long-standing Massachusetts companies, aligning the shared foundation built on the technology and talent of both.
"We couldn't be more pleased to welcome Constant Contact to our team and our family of brands. We have long admired Constant Contact and its strong management team, and all that it has accomplished in building a great product set, as well as building an influential culture and team. Their focus on the customer and product development complements our offerings for small business services, and expands our ability to address the needs of SMBs. We know that once small businesses have a web presence, they look for other products and services that will help them to grow their business. We see an opportunity to help our growing subscriber base meet their goals through an integrated suite of solutions, and we are excited to add this talented team to our roster," said Hari Ravichandran, president and chief executive officer of Endurance.
"Our team has always been passionate about helping small businesses do more business. Joining the Endurance family of brands will allow us to extend our reach and be a better partner to small businesses across the globe. We have long shared a parallel path—from our focus on SMBs, to technology, to talent—and we believe this transaction will build continued value for all constituents," said Gail Goodman, chief executive officer of Constant Contact.
Financial & operational impacts:
This transaction, combined with Endurance's recent purchase of its largest co-located data center from ACE Data Centers, is expected to result in:
- Fiscal 2015 combined pro forma adjusted revenue of approximately $1.1 billion
- Fiscal 2015 combined pro forma adjusted EBITDA of approximately $350 million
- Fiscal 2016 combined pro forma adjusted revenue growth of approximately 10 percent to 12 percent
- Fiscal 2016 combined pro forma adjusted EBITDA of approximately $400 million
- Acceleration of the delivery of long-term financial targets
- Subscriber base of over 5 million paying subscribers
The transaction is expected to close during the first quarter of 2016, and is subject to Constant Contact shareholder approval, and other customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act. Constant Contact shareholders will be asked to vote on the proposed transaction at a special meeting of shareholders that will be held on a date to be announced. Endurance expects to finance the transaction with fully committed debt financing of $1.085 billion. The purchase price will be paid entirely in cash to Constant Contact shareholders.
Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor, Goldman, Sachs & Co. acted as lead financial advisor, and Allen & Company LLC and Credit Suisse also acted as financial advisors for Endurance International Group. Latham & Watkins LLP acted as legal advisor for Constant Contact. Morgan Stanley & Co. LLC acted as lead financial advisor, and Raymond James and Associates acted as a financial advisor for Constant Contact.
For further information regarding the terms and conditions contained in the definitive merger agreement, please refer to Endurance's and Constant Contact's Current Reports on Form 8-K, which will be filed with the Securities and Exchange Commission in connection with this transaction.
Endurance International Group management will discuss this transaction on the company's previously scheduled third quarter 2015 financial results conference call and webcast, scheduled to begin at 8:00 a.m. EST on Monday, November 2, 2015. To participate on the live call, analysts and investors should dial (888) 734-0328 at least ten minutes prior to the call. Endurance International Group will also offer a live and archived webcast of the conference call, accessible from the Investor Relations section of the company's website at http://ir.endurance.com.