ACTIVE Network (NYSE: ACTV) (the “Company” or “ACTIVE”) and Vista Equity Partners (“Vista”) today announced that Athlaction Merger Sub, Inc. has commenced the previously-announced tender offer for all of the outstanding shares of common stock of the Company at a price of $14.50 per share, net to the seller in cash without interest.
On September 30, 2013, the Company and Vista announced that the Company and affiliates of Vista had entered into a definitive merger agreement pursuant to which the tender offer would be made. Athlaction Merger Sub, Inc. and its parent company, Athlaction Holdings, LLC, are affiliated with Vista Equity Partners Fund III, L.P. and Vista Equity Partners Fund IV, L.P. Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of certain conditions, the Company will merge with Athlaction Merger Sub, Inc., and all outstanding shares of the Company’s common stock (other than shares held by Athlaction Holdings, LLC, Athlaction Merger Sub, Inc., or the Company and shares held by the Company’s stockholders who are entitled to and properly demand and perfect appraisal of such shares pursuant to the applicable provisions of Delaware law) will be automatically cancelled and converted into the right to receive cash equal to the $14.50 offer price per share, without interest. After careful consideration, the board of directors of the Company unanimously approved the merger agreement and the transactions contemplated thereby. Accordingly, the board of directors has recommended that the Company’s stockholders tender their shares in the tender offer.
Athlaction Holdings, LLC and Athlaction Merger Sub, Inc. are filing with the Securities and Exchange Commission (the “SEC”) today a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms and conditions of the tender offer. Additionally, the Company will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of the Company’s board of directors that the Company’s stockholders tender their shares into the tender offer.