Internet media company Internet Brands this morning announced that it has entered into a definitive merger agreement to be acquired by an affiliate of private equity investment firm Hellman & Friedman Capital Partners VI in a transaction valued at approximately $640 million.
Under the terms of the agreement, stockholders of NASDAQ-listed Internet Brands will receive $13.35 in cash for each outstanding share of common stock they own, a premium of approximately 46.5% over the closing price last Friday.
Internet Brands owns and operates more than 100 vertical websites, including Autos.com, Gardens.com, Loan.com and DoItYourself.com. In total, Internet Brands claims these sites organically attract approximately 62 million unique visitors per month.
The company was founded in 1998 by business incubator Idealab.
When the company last posted its financial results, it reported revenues of $28.1 million in the second quarter of this year and net income of $4.6 million in second quarter.
Idealab, which beneficially owns approximately 19% of Internet Brands’ outstanding common stock and approximately 64% of the voting power of the company, has entered into a voting agreement with an affiliate of Hellman & Friedman relating to the merger agreement.
The merger deal is subject to stockholder approval, including approval by holders of a majority of the outstanding common stock not owned by Idealab and other parties, and customary closing conditions. The transaction is expected to close in the fourth quarter of 2010.
Debt financing commitments have been provided by Bank of America, N.A., BMO Capital Markets, GE Capital and RBC Capital Markets.
Update: Internet Brands CEO Bob Brisco blogson INET going private again:
We became a public company three years ago, just as the global financial markets began to falter—and ultimately crater. We’ve prospered, despite the most difficult economic, financial, and advertising market backdrop in about 85 years.
We take pride in our NASDAQ performance and shareholder returns. At the $13.35 offer price, our stock would have appreciated roughly 67% from our IPO. That compares to an overall NASDAQ decline during the same period of roughly -10%. Our management team is proud of our performance and I am proud of them. We are blessed with a great team.
So, why potentially go private again? Because we believe this would be a good deal for our shareholders. Because we would continue to build one of the finest New Media companies in the world and become even more focused on long-term growth. Because H&F would be a great partner.
Update 2: Law firm Levi & Korsinsky is already announcing that they’ll investigate if the Board of Directors has breached its fiduciary duties to stockholders by “failing to adequately shop the Company” before entering into this transaction.
Internet Brands, Inc. is a leading Internet media company that operates community and e-commerce web sites in the automotive, careers, home, shopping, and travel and leisure categories. With a flexible and scalable platform, Internet Brands operates a rapidly growing network of websites that offer consumers the ability to share information through extensive online communities and make informed purchasing decisions. Internet Brands’ sites are often leaders in their categories and have received dozens of best-in-class awards. Over 95% of the traffic...