ACTIVE Network (NYSE: ACTV) (the “Company” or “ACTIVE”) and Vista Equity Partners (“Vista”) today announced the successful completion of the tender offer (the “Offer”) by Athlaction Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Athlaction Holdings, LLC (“Parent”) and an affiliate of Vista 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.
The Offer expired at 12:00 midnight, New York City time, on November 15, 2013 (one minute after 11:59 p.m., New York City time, on November 14, 2013), and a total of 56,740,092 shares were tendered into and not withdrawn from the Offer (not including 2,424,721 shares tendered pursuant to notices of guaranteed delivery), representing approximately 87% of ACTIVE’s outstanding shares. The condition to the Offer that at least a majority of the outstanding shares of ACTIVE’s common stock on a fully diluted basis be validly tendered and not validly withdrawn prior to the expiration of the Offer was satisfied, and, accordingly, all shares that were validly tendered and not validly withdrawn were accepted for payment and Parent is promptly paying for all such tendered shares in accordance with the terms of the Offer.
As a result of its acceptance of the shares tendered in the Offer, Vista has acquired a sufficient number of shares of ACTIVE’s common stock to close the merger of Merger Sub with and into ACTIVE without the affirmative vote of ACTIVE’s other stockholders 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 (other than shares held by Parent, Merger Sub or ACTIVE (or held in ACTIVE’s treasury), any subsidiary of Parent or ACTIVE, or by any stockholder of ACTIVE who or which is entitled to and properly demands appraisal of such shares pursuant to, and complies in all respects with, the applicable provisions of Delaware law) will be cancelled and converted into the right to receive the same $14.50 per share in cash, without interest, that was paid in the Offer. In addition, 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 November 15, 2013, following completion of the merger.