ACTIVE Network (NYSE:ACTV) (the “Company” or “ACTIVE”) and Vista Equity Partners (“Vista”) today announced that Vista’s affiliates, Athlaction Holdings, LLC (“Parent”) and Athlaction Merger Sub, Inc. (“Purchaser”), waived the “Financing Proceeds Condition” described in the Offer to Purchase and the condition to the Offer relating to the Marketing Period described in the Offer to Purchase in connection with the previously announced tender offer to acquire all of the outstanding shares of common stock of ACTIVE at a price of $14.50 per share, net to the seller in cash without interest. The tender offer is scheduled to expire at 5:00 p.m., New York City time, on November 14, 2013, unless further extended. All other terms and conditions of the tender offer remain unchanged.
The tender offer is being made in connection with the Agreement and Plan of Merger, dated as of September 28, 2013, among the Company, Parent and Purchaser. Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of all conditions, the Company will merge with Purchaser and all outstanding shares of the Company’s common stock, other than shares held by Parent, Purchaser or the Company, or 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. The Board of Directors of ACTIVE has unanimously approved the proposed acquisition by Vista and recommends that ACTIVE stockholders tender their shares in the tender offer.
About ACTIVE NETWORK
ACTIVE Network is the leading provider of Activity and Participant Management™ solutions. ACTIVE’s technology platform makes managing and operating all types of activities, events and organizations smarter and more efficient. ACTIVE powers over 55,000 global customers and builds leading vertical technology applications for the markets it serves. ACTIVE’s leading ACTIVE Works cloud platform scales with its customers, large and small. ACTIVE Network was founded in 1999, is headquartered in San Diego, California, and has offices worldwide. For more information, please visit: http://www.activenetwork.com or follow the Company @ACTIVENetwork.About Vista Equity Partners Vista Equity Partners, a U.S. based private equity firm with offices in San Francisco, Chicago and Austin, currently invests over $7 billion in capital committed to dynamic, successful technology-based organizations led by world-class management teams with long-term perspective. Vista is a value-added investor, contributing professional expertise and multi-level support towards companies realizing their full potential. Vista’s investment approach is anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions, and proven management techniques that yield flexibility and opportunity in private equity investing. For further information please visit www.vistaequitypartners.com. Notice to Investors This press release is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of ACTIVE’s common stock.