United Online Announces Plan to Separate into Two Independent Publicly-Traded Companies
Print Page | Email Page
FTD to be Spun Off as a Standalone, Publicly-Traded Company
Company Reviewing Strategic Alternatives for Content & Media and
Communications Businesses
WOODLAND HILLS, Calif.--(BUSINESS WIRE)--Aug. 1, 2012--
United Online, Inc. (Nasdaq: UNTD) today announced that its Board of
Directors has approved a preliminary plan to separate United Online into
two independent, publicly-traded companies. One of the companies will be
FTD, which will include the domestic and international operations of the
company’s FTD segment, which includes the highly recognized FTD®
and Interflora® brands, both supported by
the Mercury Man logo that is displayed in approximately 40,000 floral
shops worldwide. The other company will be United Online, which will
continue to operate the businesses of the company’s Content & Media and
Communications segments, supported by strong brands such as Memory Lane™,
Classmates®, schoolFeed™, StayFriends™,
MyPoints®, NetZero® and Juno®. In
addition, the company announced that it also is reviewing strategic
alternatives for its Content & Media and Communications businesses,
including the potential spin-off of the Content & Media segment as an
additional separate, publicly-traded company.
“While the breadth and strength of our businesses has for many years
served our stockholders well, we believe that it currently is in the
best interests of United Online and its stockholders to separate these
distinct businesses,” said Mark R. Goldston, Chairman, President and
Chief Executive Officer of United Online. “The separation is expected
not only to unlock value for the benefit of our stockholders, but also
to provide significant operational and strategic flexibility for these
businesses, better position them to capitalize on their well-recognized
brands, and enhance long-term stockholder value. This approach also is
consistent with input received from various stockholders over the past
year, many of which have expressed a view that the market price of our
shares does not adequately reflect the inherent value of our businesses.”
“In light of exciting initiatives in the Content & Media and
Communications businesses, including the recent launch of our
affordably-priced 4G mobile broadband service and our acquisition of
schoolFeed, we are concurrently exploring strategic alternatives for our
Communications and Content & Media businesses.”
The proposed spin-off of FTD is expected to take the form of a tax-free
pro rata distribution to United Online stockholders. For example, if a
stockholder owns one percent (1%) of United Online at the time of the
FTD spin-off, then, immediately following the spin-off, the stockholder
would own one percent (1%) of each of FTD and United Online, with the
latter consisting of the Content & Media and Communications businesses.
The transaction is subject to a number of conditions including final
approval by the Board of Directors of transaction specifics and is
expected to be completed within the next twelve months, targeting the
first quarter of 2013. There can be no assurance that any separation or
other transaction will occur or, if one does occur, there can be no
assurance as to its terms or timing.
The company is developing detailed plans for the Board of Directors'
further consideration and final approval. To execute the transaction,
further work is required on structure, management, governance, and other
significant matters. During the process, United Online will remain
focused on delivering the best possible results for the benefit of its
consumers, customers and stockholders.
The company also announced last week that its Board of Directors has
declared a quarterly cash dividend of $0.10 per share. Consistent with
the company’s dividend policy, the payment of future dividends is
discretionary and will be subject to determination by the Board of
Directors each quarter following its review of the company's financial
performance and other factors. Any decision by United Online and/or FTD
to pay dividends following completion of the proposed spin-off will be
determined at a later time.
The company has retained Moelis & Company LLC as its financial advisor
to assist and support the company with the proposed spin-off of FTD and
strategic review of alternatives for the Content & Media and
Communications businesses.
About United Online, Inc.
United Online, Inc. (Nasdaq: UNTD) is a leading provider of consumer
products and services over the Internet, where the company's brands have
attracted a large online audience that includes more than 60 million
registered consumer accounts. The company's FTD segment provides floral
and related products and services (FTD
and Interflora)
for consumers and retail florists, as well as for other retail locations
offering floral products and services, in the United States, Canada, the
United Kingdom, and the Republic of Ireland. The floral business
utilizes the highly recognized FTD (www.ftd.com)
and Interflora (www.interflora.co.uk)
brands, both supported by the Mercury Man logo that is displayed in
approximately 40,000 retail floral shops worldwide. The company's
Content & Media services include online nostalgia products and services
in the U.S. and Canada (www.memorylane.com,
www.classmates.com,
www.schoolFeed.com)
and a number of European countries, as well as online loyalty
marketing services (www.mypoints.com).
The company's Communications segment’s primary service is Internet
access provided by NetZero (www.netzero.com)
and Juno (www.juno.com),
including high-speed 4G mobile broadband (NetZero
Wireless).
Headquartered in Woodland Hills, CA, United Online operates through a
global network of locations in the U.S., the U.K., Germany, and India.
More information about United Online is available on the company's
website located at www.unitedonline.com.
United Online, FTD, Interflora, Memory Lane, Classmates, schoolFeed,
StayFriends, MyPoints, NetZero and Juno are trademarks or registered
trademarks of United Online, Inc. or its subsidiaries. All other company
or product names are trademarks of their respective owners.
About Moelis & Company LLC
Moelis & Company, named Most Innovative Boutique of the Year by The
Banker for 2011 and in 2010 and Best Global Independent Investment Bank
by Euromoney in 2010, is a global investment bank that provides
financial advisory, capital raising and asset management services to a
broad client base including corporations, institutions and governments.
With more than 580 employees, Moelis & Company serves its clients
through offices in New York, Beijing, Boston, Chicago, Dubai, Frankfurt,
Hong Kong, Houston, London, Los Angeles, Mumbai and Sydney. For more
information, please visit www.moelis.com.
Cautionary Information Regarding
Forward-Looking Statements:
This release contains forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995, as amended, based on our current expectations, estimates
and projections about our operations, industry, financial condition,
performance, results of operations, and liquidity. Statements containing
words such as "may," "believe," "anticipate," "expect," "intend,"
"plan," "project," "projections," "business outlook," "estimate," or
similar expressions constitute forward-looking statements. These
forward-looking statements include, but are not limited to, statements
about the proposed spin-off of the FTD segment, the company’s
expectations regarding the potential benefits of such proposed
transaction, the expected tax-free nature of the proposed transaction,
and the company’s plan to review strategic alternatives for its Content
& Media and Communications businesses. Potential factors that could
cause actual results to differ materially from those in the
forward-looking statements include, among others: the severity and
duration of current economic conditions; the effect of competition;
risks associated with the launch, integration or commercialization of
new businesses, products, services, applications or features or the
success of new business models; risks associated with litigation and
governmental regulations or investigations, including reviews of
business practices such as marketing, billing, renewal, and
post-transaction sales practices; the company's inability to maintain or
increase the number of free and pay accounts, visitors to its websites,
and members of the floral network; the company's inability to retain key
customers, vendors and personnel; problems associated with the company's
operations, systems or technologies; changes in tax laws, the company's
business or other factors that would impact anticipated tax benefits or
the tax treatment of the proposed spin-off transaction; the impact of,
and restrictions associated with, the company's indebtedness; as well as
the risk factors disclosed in the company's filings with the Securities
and Exchange Commission (www.sec.gov),
including, without limitation, information under the captions
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" and "Risk Factors." Readers are cautioned not to place
undue reliance on these forward-looking statements, which reflect
management's analysis only as of the date hereof. Any such
forward-looking statements are not guarantees of future performance or
results and involve risks and uncertainties that may cause actual
performance and results to differ materially from those predicted.
Reported results should not be considered an indication of future
performance. Except as required by law, the company undertakes no
obligation to publicly release the results of any revision to these
forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Source: United Online, Inc.
United Online, Inc.
Investors:
David Bigelow,
818-287-3560
Dbigelow@corp.untd.com
or
Press:
Scott
Matulis, 818-287-3388
pr@untd.com