Fitbit, Inc. (NYSE: FIT) today announced that it has entered
into a definitive agreement to be acquired by Google LLC for $7.35
per share in cash, valuing the company at a fully diluted equity
value of approximately $2.1 billion.
“More than 12 years ago, we set an audacious company vision – to
make everyone in the world healthier. Today, I’m incredibly proud
of what we’ve achieved towards reaching that goal. We have built a
trusted brand that supports more than 28 million active users
around the globe who rely on our products to live a healthier, more
active life,” said James Park, co-founder and CEO of Fitbit.
“Google is an ideal partner to advance our mission. With Google’s
resources and global platform, Fitbit will be able to accelerate
innovation in the wearables category, scale faster, and make health
even more accessible to everyone. I could not be more excited for
what lies ahead.”
"Fitbit has been a true pioneer in the industry and has created
terrific products, experiences and a vibrant community of users,"
said Rick Osterloh, Senior Vice President, Devices & Services
at Google. "We're looking forward to working with the incredible
talent at Fitbit, and bringing together the best hardware, software
and AI, to build wearables to help even more people around the
world."
Fitbit pioneered the wearables category by delivering
innovative, affordable and engaging devices and services. Being “on
Fitbit” is not just about the device – it is an immersive
experience from the wrist to the app, designed to help users
understand and change their behavior to improve their health.
Because of this unique approach, Fitbit has sold more than 100
million devices and supports an engaged global community of
millions of active users, utilizing data to deliver unique
personalized guidance and coaching to its users. Fitbit will
continue to remain platform-agnostic across both Android and
iOS.
Consumer trust is paramount to Fitbit. Strong privacy and
security guidelines have been part of Fitbit’s DNA since day one,
and this will not change. Fitbit will continue to put users in
control of their data and will remain transparent about the data it
collects and why. The company never sells personal information, and
Fitbit health and wellness data will not be used for Google
ads.
The transaction is expected to close in 2020, subject to
customary closing conditions, including approval by Fitbit’s
stockholders and regulatory approvals.
Qatalyst Partners LLP acted as financial advisor to Fitbit, and
Fenwick & West LLP acted as legal advisor.
About Fitbit, Inc. (NYSE: FIT)
Fitbit helps people lead healthier, more active lives by
empowering them with data, inspiration and guidance to reach their
goals. Fitbit designs products and experiences that track and
provide motivation for everyday health and fitness. Fitbit’s
diverse line of innovative and popular products include Fitbit
Charge 3™, Fitbit Inspire HR™, Fitbit Inspire™ and Fitbit Ace 2™
activity trackers, as well as the Fitbit Ionic™ and Fitbit Versa™
family of smartwatches, Fitbit Flyer™ wireless headphones, and
Fitbit Aria family of smart scales. Fitbit products are carried in
approximately 39,000 retail stores and in 100+ countries around the
globe. Powered by one of the world’s largest databases of activity,
exercise and sleep data and Fitbit’s leading health and fitness
social network, the Fitbit platform delivers personalized
experiences, insights and guidance through leading software and
interactive tools, including the Fitbit and Fitbit Coach apps, and
Fitbit OS for smartwatches. Fitbit’s paid subscription service,
Fitbit Premium, uses your unique data to deliver actionable
guidance and coaching in the Fitbit app to help you reach your
health and fitness goals. Fitbit Health Solutions develops health
and wellness solutions designed to help increase engagement,
improve health outcomes, and drive a positive return for employers,
health plans and health systems.
Fitbit and the Fitbit logo are trademarks or registered
trademarks of Fitbit, Inc. in the U.S. and other countries.
Additional Fitbit trademarks can be found
www.fitbit.com/legal/trademark-list. Third-party trademarks are the
property of their respective owners.
Connect with us on Facebook, Instagram or Twitter and share your
Fitbit experience.
Additional Information and Where to Find It
In connection with the proposed acquisition, Fitbit will file
relevant materials with the Securities and Exchange Commission (the
“SEC”), including a preliminary and definitive proxy statement.
Promptly after filing the definitive proxy statement, Fitbit will
mail the definitive proxy statement and a proxy card to the
stockholders of Fitbit. FITBIT’S STOCKHOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED
TRANSACTION BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Stockholders of Fitbit will be able to obtain a free copy of these
documents, when they become available, at the website maintained by
the SEC at www.sec.gov or free of charge at www.Fitbit.com.
Additionally, Fitbit will file other relevant materials in
connection with the proposed acquisition of Fitbit by Google
pursuant to the terms of an Agreement and Plan of Merger, by and
among Fitbit, Google and Magnoliophyta Inc. (the “Merger
Agreement”). Fitbit and its directors, executive officers and other
members of its management and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies of Fitbit
stockholders in connection with the proposed acquisition.
Stockholders of Fitbit may obtain more detailed information
regarding the names, affiliations and interests of certain of
Fitbit’s executive officers and directors in the solicitation by
reading Fitbit’s most recent Annual Report on Form 10-K, which was
filed with the SEC on March 1, 2019 and the proxy statement for
Fitbit’s 2019 annual meeting of stockholders, which was filed with
the SEC on April 11, 2019. These documents are available free of
charge at the SEC’s website at www.sec.gov or by going to Fitbit’s
Investor Relations website at www.Fitbit.com. Information
concerning the interests of Fitbit’s participants in the
solicitation, which may, in some cases, be different than those of
Fitbit’s stockholders generally, will be set forth in the
definitive proxy statement relating to the proposed transaction
when it becomes available.
Forward-Looking Statements
This communication contains “forward-looking” statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, that involve risks and uncertainties. In some cases, you
can identify these forward-looking statements by the use of terms
such as “expect,” “will,” “continue,” or similar expressions, and
variations or negatives of these words, but the absence of these
words does not mean that a statement is not forward-looking. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including, but not
limited to: any statements regarding the expected timing of the
completion of the transaction; the ability of Google and Fitbit to
complete the proposed transaction considering the various
conditions to the transaction, some of which are outside the
parties’ control, including those conditions related to regulatory
approvals; the expected benefits and costs of the proposed
transaction; any statements concerning the expected development or
competitive performance relating to Fitbit’s products and services;
any statements regarding Google’s future intention with Fitbit; any
other statements of expectation or belief; and any statements of
assumptions underlying any of the foregoing. A number of important
factors and uncertainties could cause actual results or events to
differ materially from those described in these forward-looking
statements, including without limitation: the failure to satisfy
any of the conditions to the consummation of the proposed
transaction, including the adoption of the Merger Agreement by
Fitbit’s stockholders and the receipt of certain governmental and
regulatory approvals; the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger
Agreement; the outcome of any legal proceedings that may be
instituted against Fitbit related to the Merger Agreement or the
proposed transaction; unexpected costs, charges or expenses
resulting from the proposed transaction; the occurrence of a
Company Material Adverse Effect (as defined in the Merger
Agreement); and other risks that are described in the reports of
Fitbit filed the SEC, including but not limited to the risks
described in Fitbit’s Annual Report on Form 10-K for its fiscal
year ended December 31, 2018, and that are otherwise described or
updated from time to time in other filings with the SEC. Fitbit
assumes no obligation to update the information in this
communication, except as otherwise required by law. Readers are
cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.
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version on businesswire.com: https://www.businesswire.com/news/home/20191101005318/en/
Fitbit Investor Contact: Tom Hudson, (415) 604-4106
investor@fitbit.com Media Contact: Jen Ralls, (415) 941-0037
PR@fitbit.com
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