PRIMEDIA Inc. (NYSE: PRM) today announced that it has entered into a definitive agreement to be acquired by affiliates of TPG Capital.
Under the terms of the agreement, holders of the outstanding common shares of PRIMEDIA will receive $7.10 per share in cash, representing a transaction enterprise value of approximately $525 million. The agreement was unanimously approved by the Board of Directors of PRIMEDIA and the independent directors of the Board.
Charles Stubbs, President and CEO of PRIMEDIA, said, “I am pleased to announce this agreement as it delivers significant value to our shareholders. In addition, it is a clear endorsement of PRIMEDIA and of the hard work and commitment of each and every one of our employees. TPG is a premier private investment firm and has a strong understanding and appreciation for our marketplace, our business model, our business strategies and the potential opportunities that lie ahead. We are very excited about this transaction.”
"PRIMEDIA is a leading resource for consumers in search of housing," said David Trujillo, TPG Principal. "We believe the Company will benefit from the continuing secular transition from print to digital media and we look forward to building upon the Company’s innovative products and services for consumers searching for the ideal place to live."
The transaction is subject to customary closing conditions, including, among other things, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. There is no financing contingency. The transaction is expected to close in the third quarter of 2011.
Stockholders holding approximately 58% of the outstanding PRIMEDIA common stock have executed a written consent approving the transaction. Therefore, no additional PRIMEDIA stockholder action is required to complete the transaction.
Moelis & Company, LLC is acting as exclusive financial advisor to PRIMEDIA and has provided a fairness opinion to the Board of Directors of PRIMEDIA. Lazard Freres & Co. LLC provided a fairness opinion to the independent directors of the PRIMEDIA Board. Simpson Thacher & Bartlett LLP served as the Company’s outside counsel and Gibson Dunn & Crutcher LLP served as counsel for PRIMEDIA’s independent Board of Directors.