CommerceHub, Inc. (NASDAQ:CHUBA) (NASDAQ:CHUBK) (“CommerceHub”),
GTCR (“GTCR”), and Sycamore Partners (“Sycamore”) today announced a
definitive agreement whereby affiliates of GTCR and Sycamore, two
leading private equity firms, will acquire all outstanding shares
of CommerceHub, a leading distributed commerce network for
retailers and brands.
The all-cash deal provides substantial value to CommerceHub
stockholders. Under the terms of the agreement, funds affiliated
with GTCR and Sycamore will acquire all outstanding shares of
CommerceHub’s Series A, B, and C common stock for a total value of
approximately $1.1 billion. Holders of CommerceHub’s Series A, B
and C common stock will receive $22.75 in cash per share,
representing a 24.5% premium to the Series A closing price as of
March 5, 2018, a 19.3% premium to the 1-month volume-weighted
average Series A closing price, a 30.2% premium to the Series C
closing price as of March 5, 2018, and a 27.1% premium to the
1-month volume-weighted average Series C closing price.
“This is a significant milestone for CommerceHub and a very
positive outcome for our stockholders,” said Frank Poore,
CommerceHub’s Founder, President and CEO. “GTCR and Sycamore
recognize the power of CommerceHub’s platform and our unique
ability to transform how retailers and brands drive growth through
ecommerce. Our customers rely on CommerceHub as a strategic partner
to enable their most critical growth strategies, and we are
confident that our relationship with GTCR and Sycamore will
accelerate the development of our platform and solutions to enable
the future of retail.”
“Frank and the CommerceHub team have built a unique company with
a highly strategic position in ecommerce,” said Mark Anderson,
Managing Director of GTCR. “We are excited to work with Frank to
continue executing on their vision for a platform and network to
tie together all sources of demand, supply and delivery in global
ecommerce.”
“CommerceHub is a valued partner to many leading retailers,”
said Peter Morrow, Managing Director of Sycamore Partners. “We look
forward to working with the CommerceHub team to help them grow by
continuing to enable retailers’ and suppliers’ ecommerce
offerings.”
CommerceHub’s Board of Directors unanimously approved the deal
and recommended that stockholders vote their shares in favor of the
transaction. CommerceHub will become a privately held company and
remain headquartered in Albany, NY, with offices in Seattle, WA and
Hertford, England. The transaction, which is expected to close in
the third quarter of 2018, is subject to customary closing
conditions, including the approval of the company’s stockholders
and required regulatory approvals.
CommerceHub was advised by Evercore and Baker Botts L.L.P.
GTCR and Sycamore were advised by Kirkland & Ellis LLP.
About CommerceHub
CommerceHub is a distributed commerce network connecting supply,
demand and delivery that helps retailers and brands increase sales
by expanding product assortments, promoting products on the
channels that perform, and enabling rapid, on-time customer
delivery. With its robust platform and proven scalability,
CommerceHub helped over 11,500 retailers, brands, and distributors
achieve an estimated $16 billion in Gross Merchandise Value in
2017.
About GTCR
Founded in 1980, GTCR is a leading private equity firm focused
on investing in growth companies in the Growth Business Services,
Technology, Media & Telecommunications, Healthcare and
Financial Services & Technology industries. The Chicago-based
firm pioneered The Leaders Strategy™ – finding and partnering with
management leaders in core domains to identify, acquire and build
market-leading companies through transformational acquisitions and
organic growth. Since its inception, GTCR has invested more than
$15 billion in over 200 companies. For more information, please
visit www.gtcr.com
About Sycamore Partners
Sycamore Partners is a private equity firm based in New York
specializing in consumer and retail investments. The firm has more
than $3.5 billion in capital under management. The firm's strategy
is to partner with management teams to improve the operating
profitability and strategic value of their businesses. The firm's
investment portfolio currently includes Belk, Coldwater Creek, EMP
Merchandising, Hot Topic, MGF Sourcing, NBG Home, Nine West
Holdings, Staples, Inc., Staples’ United States Retail Business,
Staples’ Canadian Retail Business, Talbots, The Limited and
Torrid.
CommerceHub Investor & Media ContactErik
Mortonemorton@commercehub.com
Forward-looking Statements
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements relating to the proposed acquisition
of CommerceHub by GTCR and Sycamore, including the expected timing
of the completion of the transaction, the expected benefits of the
transaction and other matters that are not historical facts. These
forward-looking statements involve many risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by such statements, including, without
limitation, the satisfaction of conditions to the proposed
acquisition of CommerceHub. These forward-looking statements speak
only as of the date of this press release, and CommerceHub
expressly disclaims any obligation or undertaking to disseminate
any updates or revisions to any forward-looking statement contained
herein to reflect any change in its expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based. Please refer to the publicly
filed documents of CommerceHub, including its most recent Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks
and uncertainties related to CommerceHub’s business which may
affect the statements made in this press release.
Additional Information
Nothing in this press release shall constitute a solicitation to
buy or an offer to sell shares of any series of CommerceHub’s
common stock. CommerceHub stockholders and other investors are
urged to read the proxy statement to be filed with the SEC because
it will contain important information relating to the proposed
acquisition of CommerceHub by affiliates of GTCR and Sycamore.
Copies of CommerceHub’s SEC filings are available free of charge at
the SEC’s website (http://www.sec.gov). Copies of the filings
together with the materials incorporated by reference therein will
also be available, without charge, by directing a request to
Investor Relations at investor@commercehub.com.
Participants in the Solicitation
The directors and executive officers of CommerceHub and other
persons may be deemed to be participants in the solicitation of
proxies in respect of any proposals relating to the proposed
acquisition of CommerceHub. Information regarding the directors and
executive officers of CommerceHub will be available in its proxy
statement, which will be filed with the SEC, and certain of its
Current Reports on Form 8-K. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be available in the proxy materials regarding the foregoing to
be filed with the SEC. Free copies of these documents may be
obtained as described in the preceding paragraph.
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