ACTIVE Network and Vista Equity Partners have announced the successful completion of the tender offer for ACTIVE. In addition, ACTIVE announced that, following the closing of its acquisition (expected at the close of business this week), Darko Dejanovic will be named CEO with immediate effect.
“I am excited to partner with Vista as we take ACTIVE through its next phase of growth,” said Darko Dejanovic. “We will immediately focus on continued quality, execution and consistency across our business so we may broaden our leadership position in the market.”
The offer was completed by Athlaction Merger Sub Inc, a wholly owned subsidiary of Athlaction Holdings LLC, which is an affiliate of Vista. The offer was for all of the outstanding shares of ACTIVE common stock at a price of US$14.50 per share, net to the seller in cash without interest. The ACTIVE deal is thus ‘an all cash transaction valued at approximately US$1.05 billion.’
The offer expired at 12:00 midnight, New York City time, on 15 November 2013 (one minute after 11:59pm, New York City time, on 14 November 2013). A total of 56,740,092 shares were tendered, representing approximately 87% of ACTIVE’s outstanding shares.
The condition that at least a majority of the outstanding shares of ACTIVE’s common stock be validly tendered was satisfied, and, accordingly, all shares that were validly tendered and not validly withdrawn were accepted for payment.
As a result, Vista has acquired a sufficient number of shares of ACTIVE’s common stock to close the merger without the need for an affirmative vote of ACTIVE’s other stockholders. This is pursuant to Section 251(h) of the Delaware General Corporation Law.
Upon completion of the merger, ACTIVE will become a wholly owned portfolio company of Vista. In the merger, each share of ACTIVE that was not validly tendered in the offer will be cancelled and converted into the right to receive the same US$14.50 per share in cash, without interest, that was paid in the offer.
The parties anticipate that the common stock of ACTIVE will cease to be traded on the New York Stock Exchange at the close of market on 15 November 2013, following completion of the merger.