United Online Updates FTD Tax-Free Spin Off Timetable
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WOODLAND HILLS, Calif.--(BUSINESS WIRE)--Sep. 20, 2013--
United Online, Inc. (Nasdaq: UNTD) today announced that it expects its
previously announced separation of FTD Companies, Inc. (“FTD”) from
United Online to be completed on November 1, 2013. The company
previously had targeted an October 1, 2013 separation date, but has not
yet received all necessary regulatory approvals to implement the
transaction.
“We remain intent on completing the planned tax-free spin off of FTD,”
said Mark R. Goldston, Chairman, President and Chief Executive Officer
of United Online. “We continue to believe that the tax-free spin off of
FTD will unlock value for the benefit of our stockholders and provide
significant operational and strategic flexibility for both FTD and
United Online, better position them to capitalize on their
well-recognized brands, and enhance long-term stockholder value,” he
added.
As previously announced, United Online expects to distribute one share
of FTD common stock for every five shares of United Online common stock
held on the record date of the spin off, which will be determined at a
later date. In addition, United Online expects to implement a
one-for-seven reverse stock split of shares of United Online common
stock immediately prior to the spin off of FTD. For example, for every
35 shares of United Online common stock that a United Online stockholder
holds on the spin off record date, such stockholder would hold 7 shares
of FTD common stock and 5 shares of United Online common stock
immediately following the spin off and reverse stock split.
The completion of the spin off is subject to certain customary
conditions, including the receipt of a ruling from the U.S. Internal
Revenue Service as to the tax-free nature of the spin off which the
company has received, effectiveness of appropriate filings with the U.S.
Securities and Exchange Commission, receipt of legal opinions, and final
approval of the United Online Board of Directors of the transactions
contemplated by the spin off. There can be no assurance that the spin
off will occur and, if it does occur, there can be no assurance as to
its terms or timing.
About United Online®
United Online, Inc. (Nasdaq: UNTD), through its operating subsidiaries,
is a leading provider of consumer products and services over the
Internet, where their respective brands have attracted a large online
audience that includes more than 100 million registered accounts
worldwide. United Online’s FTD segment provides floral-related products
and services (FTD, Interflora, Flying Flowers, and Flowers Direct) for
consumers and retail florists, as well as other retail locations
offering floral and related products and services. United Online’s
Content & Media segment provides online nostalgia products and services
(Classmates and StayFriends) and online loyalty marketing (MyPoints).
Its primary Communications segment service is Internet access (NetZero
and Juno), including 4G mobile broadband (NetZero Wireless).
Cautionary Information Regarding
Forward-Looking Statements
This press release contains “forward-looking statements” within the
meaning of applicable federal securities laws. These statements are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and generally include words such as
“believes,” “expects,” “intends,” “anticipates,” “estimates” and similar
expressions. We can give no assurance that any future results or events
discussed in these statements will be achieved. Any forward-looking
statements represent our views only as of today and should not be relied
upon as representing our views as of any subsequent date. Readers are
cautioned that such forward-looking statements are subject to a variety
of risks and uncertainties that could cause our actual results or the
timing of the proposed spin off and reverse stock split to differ
materially from the statements contained in this release. Such
forward-looking statements include, but are not limited to, statements
about the separation of United Online into two independent,
publicly-traded companies; the terms, timing and effect of the
separation on United Online, its stockholders, customers and employees;
the capitalization of United Online and FTD; the future operational and
strategic flexibility of United Online and FTD and other possible
results of the distribution and reverse stock split. Many of these risks
and uncertainties are based on factors that cannot be controlled by
United Online and include, but are not limited to (1) market conditions
in general and those applicable to the distribution and reverse stock
split; (2) factors affecting the expected timeline for completing our
separation into two public companies; (3) the effect our separation and
the reverse stock split may have on United Online’s stock price; (4) the
risk that the anticipated benefits from the distribution and reverse
stock split may not be fully realized or may take longer to realize than
expected; (5) tax and regulatory matters, including obtaining approvals
from applicable regulatory agencies to effect the proposed spin off; (6)
changes in economic, competitive, strategic, technological, regulatory
or other factors that affect the operation of United Online’s
businesses. A detailed description of other risks and uncertainties
affecting United Online is contained in Item 1A of United Online’s 2012
Annual Report on Form 10-K filed with the Securities and Exchange
Commission ("SEC") on March 4, 2013, in Item 1A of FTD’s Registration
Statement on Form 10, as amended, initially filed with the SEC on April
30, 2013, in Item 1A of the Company’s Quarterly Reports on Form 10-Q,
and in its other filings with the SEC. These filings are available for
free on the SEC’s website at www.sec.gov,
and the Company’s filings are also available for free on the Company’s
website at www.unitedonline.com.
United Online undertakes no obligation to publicly update any
forward-looking statement or risk factor, whether as a result of new
information, future events or otherwise.
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